Common use of Spread Account Clause in Contracts

Spread Account. (a) On the Closing Date, the Seller shall deposit the applicable Spread Account Deposit into the Spread Account. (b) If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On the Closing Date, the Seller shall deposit the applicable Spread Account Deposit into the Spread Account. (b) If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts[Reserved.] (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee Trustee, the Indenture Trustee, the Certificateholders and the Indenture Trustee Asset Representations Reviewer and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller Depositor or any transferee or assignee pursuant to clause (e). The Seller Depositor (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v5.6(b)(v), (vi), (vii), (viii) and (viiiix) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account; provided that amounts released from the Spread Account shall only be used in the manner permitted under §246.4(b)(3)(i) of Regulation RR, as determined solely by the Servicer. (e) The Seller Depositor may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfiedsatisfied and that such sale, transfer, conveyance or assignment is not prohibited by Regulation RR.

Spread Account. (a) On the Closing Date, the Seller shall deposit the applicable Spread Account Deposit into the Spread Account. (b) If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts[Reserved.] (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee Trustee, the Indenture Trustee, the Certificateholders and the Indenture Trustee Asset Representations Reviewer and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller Depositor or any transferee or assignee pursuant to clause (e). The Seller Depositor (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii5.6(b)(v) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account; provided that amounts released from the Spread Account shall only be used in the manner permitted under §246.4(b)(3)(i) of Regulation RR, as determined solely by the Servicer. (e) The Seller Depositor may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfiedsatisfied and that such sale, transfer, conveyance or assignment is not prohibited by Regulation RR.

Spread Account. (a) On the Closing Date, the Seller shall deposit the applicable Spread Account Deposit into the Spread Account. (b) If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts[Reserved.] (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee, the Indenture Trustee and the Indenture Trustee Certificateholders and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller Depositor or any transferee or assignee pursuant to clause (e). The Seller Depositor (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v5.6(b)(v), (vi), (vii), (viii) and (viiiix) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account; provided that amounts released from the Spread Account shall only be used in the manner permitted under §246.4(b)(3)(i) of Regulation RR, as determined solely by the Servicer. (e) The Seller Depositor may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfiedsatisfied and that such sale, transfer, conveyance or assignment is not prohibited by Regulation RR.

Spread Account. (a) On the Closing Date, the Seller shall deposit the applicable Spread Account Deposit into the Spread Account. (b) If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller Certificateholders (and its their transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller Certificateholders (or such and their transferees or assigneesand assignees in accordance with their respective interests) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such its transferees and assigneesassignees in accordance with their respective interests) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller Certificateholders or any transferee or assignee pursuant to clause (e). The Seller Certificateholders (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller Certificateholders may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its their rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On the Closing Date, the Seller shall deposit the applicable Spread Account Deposit into the Spread Account. (b) If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts[Reserved.] (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee Trustee, the Indenture Trustee, the Certificateholders and the Indenture Trustee Asset Representations Reviewer and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller Depositor or any transferee or assignee pursuant to clause (e). The Seller Depositor (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), 5.6(b) (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account; provided that amounts released from the Spread Account shall only be used in the manner permitted under §246.4(b)(3)(i) of Regulation RR, as determined solely by the Servicer. (e) The Seller Depositor may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfiedsatisfied and that such sale, transfer, conveyance or assignment is not prohibited by Regulation RR.

Spread Account. (a) On the Closing Date, the Seller shall deposit the applicable Spread Account Deposit into the Spread Account. (b) If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such and its transferees or assigneesand assignees in accordance with their respective interests) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such its transferees and assigneesassignees in accordance with their respective interests) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On or prior to the Closing Date, the Seller Owner Trustee, on behalf of the Seller, shall deposit the applicable Spread Account Initial Deposit into the Spread AccountAccount from the net proceeds of the sale of the Notes and the Certificates. The Spread Account will be held for the benefit of the Securityholders and the Insurer in order to effectuate the subordination of the rights of the Securityholders to the extent described above. (b) If On each Calculation Day or Distribution Date on which both (i) the amount on deposit in the Spread Account on any Payment Date Funded Amount (after giving effect to all deposits or to, and withdrawals therefrom from, the Spread Account on such Payment Distribution Date) is greater equals or exceeds the Minimum Funded Amount and (ii) the sum of the Funded Amount and the Overcollateralization Amount equals or exceeds than the Specified Spread Account Balance for such Payment DateBalance, the Master Servicer shall instruct the Indenture Trustee to distribute an amount in cash equal to the lesser of (A) the amount by which the Funded Amount exceeds the Minimum Funded Amount and (B) the amount by which the sum of the excess Funded Amount and the Overcollateralization Amount exceeds the Specified Spread Account Balance, first, to the Insurer, to the extent of any Unreimbursed Insurer Amounts, second, to the Seller (until the Seller has received an amount equal to the Spread Account Initial Deposit and its transferees and assignees in accordance with their respective interests); providedthird, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained the Company in the Spread Account for application in accordance with this Agreementproportions of 99% and 1%, respectively. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted Upon any such distribution to the Indenture TrusteeInsurer, and the Seller (and or the Company, Securityholders will have no further rights in, or claims to, such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit Amounts held in the Spread Account shall be distributed to invested in the Seller or any transferee or assignee pursuant to clause (emanner specified in Section 5.01(b). The Seller (, and such transferees investments shall be made in accordance with written instructions from the Master Servicer; provided that, if the Indenture Trustee does not receive any such written instructions prior to any date on which an investment decision must be made, the Indenture Trustee shall invest such amounts held in the Spread Account in Eligible Investments consisting of commercial paper given the highest rating by each Rating Agency at the time of such investment. All such investments shall be made in the name of the Indenture Trustee or its nominee and assignees) such investments shall in no event not be required sold or disposed of prior to refund any amounts properly distributed pursuant to this Section 5.7(c)their maturity. (d) In Upon termination of the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account Trust pursuant to Sections 5.6(b)(iv)Section 9.01, (v), (vi), (vii) and (viii) any amounts on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; providedafter payments of amounts due to the Securityholders or the Insurer (if there exists any Unreimbursed Insurer Amounts), that will be paid to the Rating Agency Condition is satisfiedSeller.

Spread Account. (a) On or prior to the Closing Date, the Seller Owner Trustee, on behalf of the Seller, shall deposit the applicable Spread Account Initial Deposit into the Spread AccountAccount from the net proceeds of the sale of the Notes and the Certificates. The Spread Account will be held for the benefit of the Securityholders and the Insurer in order to effectuate the subordination of the rights of the Securityholders to the extent described above. (b) If On each Calculation Day or Distribution Date on which the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or to, and withdrawals therefrom from, the Spread Account on such Payment Distribution Date) is greater than the Specified Spread Account Balance for such Payment DateBalance, the Master Servicer shall instruct the Indenture Trustee to distribute an amount in cash, first, to the amount Insurer, to the extent of the excess any Unreimbursed Insurer Amounts, second, to the Seller (until the Seller has received an amount equal to the Spread Account Initial Deposit and its transferees and assignees in accordance with their respective interests); providedthird, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained the Company in the Spread Account for application in accordance with this Agreementproportions of 99% and 1%, respectively. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted Upon any such distribution to the Indenture TrusteeInsurer, and the Seller (and or the Company, Securityholders will have no further rights in, or claims to, such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit Amounts held in the Spread Account shall be distributed to invested in the Seller or any transferee or assignee pursuant to clause (emanner specified in Section 5.01(b). The Seller (, and such transferees investments shall be made in accordance with written instructions from the Master Servicer; provided that, if the Indenture Trustee does not receive any such written instructions prior to any date on which an investment decision must be made, the Indenture Trustee shall invest such amounts held in the Spread Account in Eligible Investments consisting of commercial paper given the highest rating by each Rating Agency at the time of such investment. All such investments shall be made in the name of the Indenture Trustee or its nominee and assignees) such investments shall in no event not be required sold or disposed of prior to refund any amounts properly distributed pursuant to this Section 5.7(c)their maturity. (d) In Upon termination of the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account Trust pursuant to Sections 5.6(b)(iv)Section 9.01, (v), (vi), (vii) and (viii) any amounts on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; providedafter payments of amounts due to the Securityholders or the Insurer (if there exists any Unreimbursed Insurer Amounts), that will be paid to the Rating Agency Condition is satisfiedSeller.

Spread Account. (a) On or prior to the Closing Date, the Seller WFSRC3 shall deposit the applicable Spread Account Deposit Initial Amount into the Spread Account. The Spread Account will be held for the benefit of the Securityholders in order to effectuate the subordination of the rights of the Securityholders to the extent described above. (b) On each Distribution Date, the Master Servicer shall instruct the Indenture Trustee to withdraw the Spread Account Balance from the Spread Account and distribute such amount as part of Available Funds in accordance with Section 5.05(a). (c) If any Class of Notes has not been paid in full on any Distribution Date on and after its Final Scheduled Distribution Date (after giving effect to the distribution of Available Funds on such Distribution Date), the Master Servicer shall instruct the Indenture Trustee to distribute from amounts on deposit in the Spread Account to the Holders of that Class of Notes, an amount equal to the lesser of (i) the amount on deposit in the Spread Account on any Payment Date and (after giving effect to all deposits or withdrawals therefrom on such Payment Dateii) is greater than the Specified Spread Account Balance for such Payment Outstanding Amount of that Class of Notes. On each Distribution Date, the Master Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that ifExcess Spread Amount, after giving effect to all payments made on the Notes on such Payment Datedistribution described in the preceding sentence, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balancefirst, such excess shall not be distributed to the Seller (or such transferees or assignees) Trustees for all fees and shall be retained in expenses due to each of them and not previously paid, second, to WFSRC3 until WFSRC3 has received full payment of the Spread Account Initial Deposit and third, all remaining funds to the Certificate Distribution Account for application distribution to Certificateholders in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from 5.02 of the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amountsAgreement. (cd) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit Amounts held in the Spread Account shall be distributed to invested in the Seller or any transferee or assignee pursuant to clause (emanner specified in Section 5.01(b). The Seller (, and such transferees and assignees) investments shall be made in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In accordance with written instructions from the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv)Master Servicer; provided that, (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct if the Indenture Trustee does not receive any such written instructions prior to any date on which an investment decision must be made, the Indenture Trustee shall invest such Payment Date to withdraw from amounts held in the Spread Account on in Eligible Investments consisting of commercial paper given the highest rating by each Rating Agency at the time of such Payment Date an amount equal investment. All such investments shall be made in the name of the Indenture Trustee or its nominee and such investments shall not be sold or disposed of prior to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Accounttheir maturity. (e) The Seller may at any time, without consent Upon termination of the NoteholdersIssuer pursuant to Section 9.01, sell, transfer, convey or assign any amounts on deposit in any manner its rights to and interests in distributions from the Spread Account, including interest after payments of amounts due to the Securityholders, will be distributed first, to WFSRC3 until WFSRC3 has received full repayment of the Spread Account Initial Deposit and other investment earnings thereon; providedsecond, that to the Rating Agency Condition is satisfiedCertificate Distribution Account for distribution to Certificateholders in accordance with the Section 5.02 of the Trust Agreement.

Spread Account. (a) On the Closing Date and on each Subsequent Transfer Date, the Seller shall deposit the applicable Spread Account Initial Deposit into the Spread Account. (b) If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the sum of the Pool Balance and the Pre-Funded Amount as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Counterparties, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e)) . The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the sum of (x) the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date Date, (y) the Net Swap Payments (including interest on any overdue Net Swap Payments) for a Payment Date, if any, and (z) the Priority Swap Termination Payments payable by the Issuing Entity, if any, exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On or prior to the Closing Date, the Seller WFSRC shall deposit the applicable Spread Account Deposit Initial Amount into the Spread Account. The Spread Account will be held for the benefit of the Securityholders and the Insurer in order to effectuate the subordination of the rights of the Securityholders to the extent described above. (b) If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment On each Calculation Day and Distribution Date, the Master Servicer shall instruct the Indenture Trustee to distribute the amount Excess Spread Amount, (i) first, to the Insurer, to the extent of any Unreimbursed Insurer Amounts, (ii) second, to WFSRC until WFSRC has received full payment of the excess Spread Account Initial Deposit and (iii) third, on a Calculation Day that is not a Distribution Date, all remaining funds to the Seller (and its transferees and assignees Certificateholders in accordance with their respective interests); provided, that if, after giving effect to all payments made on Certificate Percentage Interests and in the Notes on such Payment case of a Distribution Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Certificate Distribution Account for application distribution to Certificateholders in accordance with this Section 5.02 of the Trust Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted Upon any such distribution to the Indenture TrusteeInsurer, and neither the Seller (and nor the Securityholders will have further rights in, or claims to, such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit Amounts held in the Spread Account shall be distributed to invested in the Seller or any transferee or assignee pursuant to clause (emanner specified in Section 5.01(b). The Seller (, and such transferees investments shall be made in accordance with written instructions from the Master Servicer; provided that, if the Indenture Trustee does not receive any such written instructions prior to any date on which an investment decision must be made, the Indenture Trustee shall invest such amounts held in the Spread Account in Eligible Investments consisting of commercial paper given the highest rating by each Rating Agency at the time of such investment. All such investments shall be made in the name of the Indenture Trustee or its nominee and assignees) such investments shall in no event not be required sold or disposed of prior to refund any amounts properly distributed pursuant to this Section 5.7(c)their maturity. (d) In Upon termination of the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account Issuer pursuant to Sections 5.6(b)(iv)Section 3.10 or 9.01, (v), (vi), (vii) and (viii) any amounts on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest after payments of amounts due to the Securityholders and other investment earnings thereon; providedthe Insurer (if there exists any Unreimbursed Insurer Amounts), that will be distributed first, to WFSRC until WFSRC has received full repayment of the Rating Agency Condition is satisfiedSpread Account Initial Deposit and second, to the Certificate Distribution Account for distribution to Certificateholders in accordance with the Section 5.02 of the Trust Agreement.

Spread Account. (a) On or prior to the Closing Date, the Seller WFSRC3 shall deposit the applicable Spread Account Deposit Initial Amount into the Spread Account. The Spread Account will be held for the benefit of the Securityholders in order to effectuate the subordination of the rights of the Securityholders to the extent described above. (b) If On each Distribution Date, the amount on deposit in Master Servicer shall instruct the Indenture Trustee to withdraw the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than Withdrawal Amount from the Specified Spread Account Balance for and distribute such Payment amount as part of Available Funds in accordance with Section 5.05(a). (c) On each Distribution Date, the Master Servicer shall instruct the Indenture Trustee to distribute the amount Excess Spread Amount, first, to WFSRC3 until WFSRC3 has received full payment of the excess Spread Account Initial Deposit and second, all remaining funds to the Seller (and its transferees and assignees Certificate Distribution Account for distribution to Certificateholders in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as Section 5.02 of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Trust Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (cd) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit Amounts held in the Spread Account shall be distributed to invested in the Seller or any transferee or assignee pursuant to clause (emanner specified in Section 5.01(b). The Seller (, and such transferees and assignees) investments shall be made in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In accordance with written instructions from the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv)Master Servicer; provided that, (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct if the Indenture Trustee does not receive any such written instructions prior to any date on which an investment decision must be made, the Indenture Trustee shall invest such Payment Date to withdraw from amounts held in the Spread Account on in Eligible Investments consisting of commercial paper given the highest rating by each Rating Agency at the time of such Payment Date an amount equal investment. All such investments shall be made in the name of the Indenture Trustee or its nominee and such investments shall not be sold or disposed of prior to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Accounttheir maturity. (e) The Seller may at any time, without consent Upon termination of the NoteholdersIssuer pursuant to Section 9.01, sell, transfer, convey or assign any amounts on deposit in any manner its rights to and interests in distributions from the Spread Account, including interest after payments of amounts due to the Securityholders, will be distributed first, to WFSRC3 until WFSRC3 has received full repayment of the Spread Account Initial Deposit and other investment earnings thereon; providedsecond, that to the Rating Agency Condition is satisfiedCertificate Distribution Account for distribution to Certificateholders in accordance with the Section 5.02 of the Trust Agreement.

Spread Account. (a) On or prior to the Closing Date, the Seller Trustee shall deposit establish and maintain a segregated trust account with the applicable Trustee or in the corporate trust department of another Eligible Bank referred to herein as the "Spread Account." The Spread Account Deposit shall be maintained in the name of the Trustee. The Spread Account and any amounts on deposit therein shall be part of the Trust and shall be for the benefit of the Certificateholders and the Surety Bond Issuer, as their respective interests may appear herein; provided, however, that the interest of the Surety Bond Issuer and the Class IC Certificateholder shall be subordinated to the interests of the other Certificateholders as provided herein. (b) Funds on deposit in the Spread Account shall be invested in Eligible Investments in the same manner and subject to the same requirements and limitations as the investment of funds in the Certificate Account pursuant to Section 9.01, including the limitation that Eligible Investments mature not later than the Business Day prior to the next succeeding Distribution Date; provided, however, no such limitation on the maturity of Eligible Investments shall apply if the Trust obtains the benefit of a liquidity facility or similar arrangement from a commercial bank with an Approved Rating or other provider approved in advance in writing by the Surety Bond Issuer, with respect to funds in the Spread Account (a "Spread Account Facility") and Standard & Poor's and Moody's confirm in writing that the rating of the Certificates will not be lowered or withdrawn as a result of eliminating or modifying the limitation on the maturity of Permitted Investments in respect of the Spread Account. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Agreement, investment earnings on such funds shall be deemed to be available or on deposit only to the extent that the aggregate of such amounts, plus the funds on deposit in the Spread Account, do not exceed the Required Spread Amount. (c) If on any Distribution Date the amount of Available Funds is insufficient to make the distributions required by Sections 9.04(a)(i) through (iii), the Trustee shall withdraw or cause to be withdrawn from the Spread Account and deposited in the Certificate Account the lesser of (i) the entire Available Spread Amount and (ii) the amount necessary to make up such deficiency to pay any deficiency in permitted reimbursements of Outstanding Advances pursuant to Section 9.04(a)(i), the Monthly Servicing Fee, Monthly Interest and Monthly Principal (prior to making any draw on the Surety Bond), all as provided in Sections 9.02 and 9.04 and the Surety Bond. (d) On each Distribution Date, all distributions made pursuant to Section 9.04(a) (vii) shall be deposited into the Spread Account. (be) If the amount on deposit in the Spread Account on any Payment Date (Account, after giving effect to all deposits or withdrawals therefrom on such Payment Datethe distributions set forth in Section 9.04 (including, without limitation, payment of amounts due and owing to the Surety Bond Issuer) is greater than the Specified Required Spread Account Balance for Amount on such Payment Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained Class IC Certificateholder. Amounts properly distributed to the Class IC Certificateholder pursuant to this Section, either directly without deposit in the Spread Account for application or from excess amounts in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) the Spread Account shall be deemed released from the Trust and the from any security interest therein granted to of the Indenture Trustee, and Trustee or the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amountsSurety Bond Issuer. (cf) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) Upon the termination of the Trustthis Agreement, any amount amounts remaining on deposit in the Spread Account Account, after payment of any amounts due and owing to the Class A Certificateholders and the Class I Certificateholders and to the Surety Bond Issuer, shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (Class IC Certificateholder and such transferees and assignees) amounts shall in no event not be required subject to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In claims or rights of the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, other Certificateholders to the extent that such action is not inconsistent with Section 6(b)(ii) and Section 9 of funds available therein, and deposit such amount into the Note Distribution AccountAnnex A hereto. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On the Closing Date, the Seller shall deposit the applicable The Spread Account Deposit into will be held for the Spread Accountbenefit of the Noteholders and the Insurer. (b) On each Distribution Date, based solely on the Distribution Date Statement, the Indenture Trustee shall withdraw funds from the Spread Account, to the extent funds are on deposit therein, equal to the amount by which the sum of the amounts set forth in Section 4.03, clauses (i) though (iv) with respect to such Distribution Date exceeds the amount of Net Collections (plus amounts transferred to the Payment Account from the Prefunding Account, representing earnings from investments therein, and amounts transferred to the Payment Account from the Capitalized Interest Account, if any) available with respect to such Distribution Date. The Indenture Trustee shall deposit any such funds withdrawn from the Spread Account into the Payment Account to be distributed pursuant to Section 4.03. Funds shall also be withdrawn from the Spread Account by the Indenture Trustee, as directed by the Insurer to reimburse the Insurer for draws with respect to any Avoided Payment Amount. If the amount of cash on deposit in the Spread Account on any Payment Distribution Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment DateDistribution Date other than withdrawals relating to distributions to be made pursuant to this sentence) is greater than exceeds the Specified maximum amount of the cash component of the Spread Account, as specified in the definition of "Spread Account Balance for such Payment DateMaximum" set forth in the Insurance Agreement, the Servicer shall instruct the Indenture Trustee shall, based solely on the Distribution Date Statement, distribute any excess first, to distribute the amount Insurer, to the extent of any amounts owing to the Insurer pursuant to the Insurance Agreement, and any unreimbursed Insurer Defense Costs, and second, to the Residual Distribution Account for distribution to holders of the excess Residual Interests pursuant to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect Trust Agreement. Upon any such distributions to all payments made on the Notes on such Payment DateInsurer or the holders of the Residual Interests, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note BalanceNoteholders will have no further rights in, or claims to, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: Amounts held in the Spread Account shall be invested in the manner specified in Section 4.01(c), and such investments shall be made in accordance with written instructions from the Servicer; provided that, if the Indenture Trustee does not receive any such written instructions prior to any date on which an investment decision must be made, the funds held in the Spread Account will remain uninvested. All such investments shall be made in the name of the Indenture Trustee or its nominee and such investments shall not be sold or disposed of prior to their maturity. (id) Ninety-one (91) days following the termination of the Trust pursuant to Section 9.01 of the Trust Agreement, any amounts on deposit in the Spread Account, after payments of amounts due to the Noteholders or the Insurer pursuant to the Insurance Agreement, and any unreimbursed Insurer Defense Costs, shall be paid to the holders of the Residual Interests; provided, however, that if an insolvency event of the type described in Section 7.01(d) or (e) with respect to any of the Seller, the Servicer, the Indenture Trustee or the Noteholders (collectively, the "POTENTIAL PREFERENCE PARTIES") shall have occurred during the period ending ninety-one (91) days after payment in full to the Noteholders of all amounts payable with respect to the Notes and the payment in full of the aggregate Outstanding Repayment Amount of then the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining funds on deposit in the Spread Account shall be distributed retained until the date all applicable statute of limitation periods with respect to all applicable preference actions and periods have expired and during which time no preference action or similar proceeding at law or in equity is commenced, at which time, the Insurer shall direct the Indenture Trustee in writing to release all amounts in the Spread Account to the Seller or any transferee or assignee pursuant holders of the Residual Interests, pro rata in proportion to clause percentage portion of the Residual Interest (e)the "PERCENTAGE INTEREST") of each such holder of the Residual Interests. The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that any preference action referred to above is commenced during any applicable statute of limitations period, funds deposited in the First Principal Payment Amount and Spread Account shall be retained until the date on which there is a final determination by a court of competent jurisdiction as to whether any payment or payments made pursuant to this Agreement, the Indenture, the Indemnification Agreement or the Insurance Agreement is recoverable from any of the Insurer or the Noteholders’ Distributable Amount for . If it is so determined that a Payment Date exceeds payment is so recoverable, funds deposited in the amount deposited into the Note Distribution Spread Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct be applied by the Indenture Trustee at the written direction of the Insurer first to pay any and all such claims with respect to such preference actions as the Noteholders and the Insurer may be required to pay and then to the holders of the Residual Interests, pro rata in proportion to their Percentage Interests. If it is determined that any such payment is not recoverable, the Insurer shall direct the Indenture Trustee in writing to release all amounts on such Payment Date to withdraw from deposit in the Spread Account on such Payment Date an amount equal to such excess, to the extent holders of funds available thereinthe Residual Interests, pro rata in proportion to their Percentage Interests, upon receipt by the Insurer of both a final order determining that such payments are not recoverable and deposit an opinion of nationally recognized bankruptcy counsel to the effect that such amount into appeal is final and not subject to appeal. For purposes of compliance with this Section 4.04(d), the Note Distribution AccountIndenture Trustee shall be entitled to rely on written instructions from the Insurer. (e) The Seller may at In the event any timeof the holders of the Residual Interests seek to have the amounts remaining on deposit in the Spread Account released to holders of the Residual Interests prior to the expiration of the ninety-one (91) day period specified in Section 4.04(d) above, without consent of then, if (i) amounts payable with respect to the Notes have been fully paid to the Noteholders, sell(ii) the Repayment Amount and all other amounts owing to the Insurer pursuant to the Insurance Agreement, transferand any unreimbursed Insurer Defense Costs have been paid in full, convey (iii) no case or assign proceeding described in Sections 7.01(d) or (e) has occurred with respect to the Potential Preference Parties, and (iv) either (A) the long term unsecured debt of the Seller and the Servicer is rated "BBB-" or better by Standard & Poor's and "Baa3" or better by ▇▇▇▇▇'▇, (B) the Insurer shall have received a favorable opinion or opinions, satisfactory in form and substance to the Insurer, from counsel to Onyx, the Seller and the Servicer, to the effect that in the event a case or proceeding described in Sections 7.01(d) or (e) were to occur with respect to the Potential Preference Parties, no payment pursuant to this Agreement or the Insurance Agreement would be recoverable from either the Insurer or the Noteholders, and such other matters as the Insurer may reasonably request, or (C) the Insurer, in its sole discretion, elects to have the remaining amounts on deposit in the Spread Account paid to the holders of the Residual Interests, then, in any manner its rights to and interests such event, all remaining amounts on deposit in distributions from the Spread AccountAccount shall be paid to the holders of the Residual Interests, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfiedpro rata in proportion to their Percentage Interests.

Spread Account. (a) On or prior to the Closing Date, the Seller Indenture Trustee shall establish and maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the Trust, on behalf of the Trust, for the benefit of the Class C Noteholders and the Transferor, a segregated account (the "Spread Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class C Noteholders and the Transferor. Except as otherwise provided in this Section 4.11, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the applicable Spread Account Deposit and in all proceeds thereof. The Spread Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Class C Noteholders and the holder of the Transferor Interest. If at any time the institution holding the Spread Account ceases to be an Eligible Institution, the Servicer shall notify the Indenture Trustee in writing, and the Indenture Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days (or such longer period as to which the Rating Agencies may consent) establish a new Spread Account meeting the conditions specified above with an Eligible Institution and shall transfer any cash or any investments to such new Spread Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Spread Account from time to time in an amount up to the Available Spread Account Amount at such time, for the purposes set forth in this Indenture Supplement, and (ii) on each Transfer Date prior to termination of the Spread Account, make a deposit into the Spread AccountAccount in the amount specified in, and otherwise in accordance with, subsection 4.11(f). (b) Funds on deposit in the Spread Account shall be invested at the written direction of the Servicer by the Indenture Trustee in Eligible Investments. Funds on deposit in the Spread Account on any Transfer Date, after giving effect to any withdrawals from and deposits to the Spread Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. On each Transfer Date (but subject to subsection 4.11(c)), the Investment Earnings, if any, accrued since the preceding Transfer Date on funds on deposit in the Spread Account shall be retained in the Spread Account (to the extent that the Available Spread Account Amount is less than the Required Spread Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture Supplement (subject to subsection 4.11(c)), all Investment Earnings shall be deemed not to be available or on deposit. (c) If, on any Transfer Date, the aggregate amount of Available Finance Charge Collections available for deposit into the Distribution Account pursuant to subsection 4.4(a)(v) is less than the aggregate amount required to be deposited pursuant to subsection 4.4(a)(v), the Indenture Trustee, at the written direction of the Servicer, shall withdraw from the Spread Account the amount of such deficiency up to the Available Spread Account Amount and, if the Available Spread Account Amount is less than such deficiency, Investment Earnings credited to the Spread Account, and deposit such amount in the Distribution Account to fund any deficiency pursuant to subsection 4.4(a)(v). (d) On the earlier of Series 2016-A Final Maturity Date and the date on which the Class A Note Principal Balance, the Class M Note Principal Balance and the Class B Note Principal Balance have been paid in full, after applying any funds on deposit in the Spread Account as described in subsection 4.11(c), the Indenture Trustee at the written direction of the Servicer shall withdraw from the Spread Account an amount equal to the lesser of (i) the Class C Note Principal Balance (after any payments to be made pursuant to subsection 4.4(c) on such date) and (ii) the Available Spread Account Amount and, if the Available Spread Account Amount is not sufficient to reduce the Class C Note Principal Balance to zero, Investment Earnings credited to the Spread Account up to the amount required to reduce the Class C Note Principal Balance to zero, and the Indenture Trustee upon the written direction of the Servicer or the Servicer shall deposit such amounts into the Distribution Account for distribution to the Class C Noteholders in accordance with subsection 5.2(d). (e) On any day following the occurrence of an Event of Default with respect to Series 2016-A and acceleration of the maturity of the Series 2016-A Notes pursuant to Section 5.3 of the Indenture, Servicer shall withdraw from the Spread Account an amount equal to the Available Spread Account Amount and Indenture Trustee or Servicer shall deposit such amounts into the Distribution Account for distribution to the Class C Noteholders, the Class A Noteholders, the Class M Noteholders and the Class B Noteholders, in that order of priority, in accordance with Section 5.2, to fund any shortfalls in amounts owed to such Noteholders. (f) If on any Transfer Date, after giving effect to all withdrawals from the Spread Account, the Available Spread Account Amount is less than the Required Spread Account Amount then in effect, Available Finance Charge Collections, to the extent available, shall be deposited into the Spread Account pursuant to subsection 4.4(a)(x) up to the amount of the Spread Account Deficiency. (g) If, after giving effect to all deposits to and withdrawals from the Spread Account with respect to any Transfer Date, the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than exceeds the Specified Required Spread Account Balance for such Payment DateAmount, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees acting in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as instructions of the first day of the Collection Period in which such Payment Date occurs is less than the Note BalanceServicer, shall withdraw an amount equal to such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in from the Spread Account for application and distribute such amount to the Transferor. On the date on which the Class C Note Principal Balance has been paid in accordance with this Agreement. Amounts properly distributed full, after making any payments to the Noteholders required pursuant to this Section 5.7(bsubsections 4.11(c), (d) shall be deemed released from the Trust and the security interest therein granted to (e), the Indenture Trustee, and at the Seller (and such transferees and assignees) written direction of Servicer, shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on all amounts then remaining in the Spread Account and pay such Payment Date an amount equal to such excess, amounts to the extent of funds available therein, and deposit such amount into the Note Distribution AccountTransferor. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On the Closing Date and on each Subsequent Transfer Date, the Seller shall deposit the applicable Spread Account Initial Deposit into the Spread Account. (b) If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the sum of the Pool Balance and the Pre-Funded Amount as of the first day of the Collection Period in which such Payment Date occurs is less than the sum of the Note Balance and the Certificate Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (eg). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c5.6(c). (d) In the event that the First Principal Payment Amount and sum of (x) the Noteholders’ Distributable Amount for a Payment Date Date, (y) the Net Swap Payments (including interest on any overdue Net Swap Payments) for a Payment Date, if any, and (z) the Swap Termination Payments payable by the Issuer, if any, exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv5.6(b)(iii), (iv), (v), ) (vi), (vii) and (viiivii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On the Closing Date, the Seller shall deposit into the applicable Series 2010-1 Spread Account Deposit into an amount equal to the Spread AccountAccount Initial Deposit. (b) If the amount Funds on deposit in the Series 2010-1 Spread Account overnight or for a longer period shall at all times be invested in Eligible Investments at the written direction of the Servicer or its agent, subject to the restrictions set forth in the Indenture and subject to the requirement that each such Eligible Investment shall have a stated maturity on or prior to the following Transfer Date. Net interest and earnings (less investment expenses) on funds on deposit in the Series 2010-1 Spread Account, if any, shall constitute Series 2010-1 Available Interest Amounts. (c) On any Payment Transfer Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) which the amount of funds on deposit in the Series 2010-1 Spread Account is greater than the Specified Spread Account Balance for Required Amount on such Payment Transfer Date, the Servicer shall instruct the Indenture Trustee to distribute withdraw the amount of such excess from the Series 2010-1 Spread Account and allocate and pay such excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as holders of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amountsSeller’s Certificates. (cd) Following: (i) the Upon payment in full of the aggregate Outstanding Principal Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the TrustSeries 2010-1 Notes, any amount funds remaining on deposit in the Series 2010-1 Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In holders of the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution AccountSeller’s Certificates. (e) The If the Spread Account Required Amount increases as described in the proviso to the definition thereof, to the extent that Series 2010-1 Available Interest Amounts are insufficient to make the deposit described in Section 3.01(a)(v), the Seller may at any timemay, without consent in its sole discretion, deposit the amount of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from such shortfall into the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On the Closing Date, the Seller shall deposit the applicable The Spread Account Deposit into will be held for the Spread Accountbenefit of the Noteholders and the Insurer. (b) On each Distribution Date, based solely on the Distribution Date Statement, the Indenture Trustee shall withdraw funds from the Spread Account, to the extent funds are on deposit therein, equal to the amount by which the sum of the amounts set forth in Section 4.03, clauses (i) though (iv) with respect to such Distribution Date exceeds the amount of Net Collections (plus amounts transferred to the Payment Account from the Prefunding Account, representing earnings from investments therein, and amounts transferred to the Payment Account from the Capitalized Interest Account, if any) available with respect to such Distribution Date. The Indenture Trustee shall deposit any such funds withdrawn from the Spread Account into the Payment Account to be distributed pursuant to Section 4.03. Funds shall also be withdrawn from the Spread Account by the Indenture Trustee, as directed by the Insurer to reimburse the Insurer for draws with respect to any Preference Amount. If the amount of cash on deposit in the Spread Account on any Payment Distribution Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment DateDistribution Date other than withdrawals relating to distributions to be made pursuant to this sentence) is greater than exceeds the Specified maximum amount of the cash component of the Spread Account, as specified in the definition of "Spread Account Balance for such Payment DateMaximum" set forth in the Insurance Agreement, the Servicer shall instruct the Indenture Trustee shall, based solely on the Distribution Date Statement, distribute any excess first, to distribute the amount Insurer, to the extent of any amounts owing to the Insurer pursuant to the Insurance Agreement, and second, to the Note Distribution Account for distribution to holders of the excess Residual Interests. Upon any such distributions to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on Insurer or the Notes on such Payment Dateholders of the Residual Interests, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note BalanceNoteholders will have no further rights in, or claims to, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: Amounts held in the Spread Account shall be invested in the manner specified in Section 4.01(c), and such investments shall be made in accordance with written instructions from the Servicer; provided that, if the Indenture Trustee does not receive any such written instructions prior to any date on which an investment decision must be made, the funds held in the Spread Account will remain uninvested. All such investments shall be made in the name of the Indenture Trustee or its nominee and such investments shall not be sold or disposed of prior to their maturity. (id) Ninety-one (91) days following the termination of the Trust pursuant to Section 9.01 of the Trust Agreement, any amounts on deposit in the Spread Account, after payments of amounts due to the Noteholders or the Insurer pursuant to the Insurance Agreement, shall be paid to the holders of the Residual Interests; provided, however, that if an insolvency event of the type described in Section 7.01(d) or (e) with respect to any of the Seller, the Servicer, the Indenture Trustee or the Noteholders (collectively, the "POTENTIAL PREFERENCE PARTIES") shall have occurred during the period ending ninety-one (91) days after payment in full to the Noteholders of all amounts payable with respect to the Notes and the payment in full of the aggregate Outstanding Repayment Amount of then the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining funds on deposit in the Spread Account shall be distributed retained until the date all applicable statute of limitation periods with respect to all applicable preference actions and periods have expired and during which time no preference action or similar proceeding at law or in equity is commenced, at which time, the Insurer shall direct the Indenture Trustee in writing to release all amounts in the Spread Account to the Seller or any transferee or assignee pursuant holders of the Residual Interests, pro rata in proportion to clause percentage portion of the Residual Interest (e)the "PERCENTAGE INTEREST") of each such holder of the Residual Interests. The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that any preference action referred to above is commenced during any applicable statute of limitations period, funds deposited in the First Principal Payment Amount and Spread Account shall be retained until the date on which there is a final determination by a court of competent jurisdiction as to whether any payment or payments made pursuant to this Agreement, the Indenture, the Indemnification Agreement or the Insurance Agreement is recoverable from any of the Insurer or the Noteholders’ Distributable Amount for . If it is so determined that a Payment Date exceeds payment is so recoverable, funds deposited in the amount deposited into the Note Distribution Spread Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct be applied by the Indenture Trustee at the written direction of the Insurer first to pay any and all such claims with respect to such preference actions as the Noteholders and the Insurer may be required to pay and then to the holders of the Residual Interests, pro rata in proportion to their Percentage Interests. If it is determined that any such payment is not recoverable, the Insurer shall direct the Indenture Trustee in writing to release all amounts on such Payment Date to withdraw from deposit in the Spread Account on such Payment Date an amount equal to such excess, to the extent holders of funds available thereinthe Residual Interests, pro rata in proportion to their Percentage Interests, upon receipt by the Insurer of both a final order determining that such payments are not recoverable and deposit an opinion of nationally recognized bankruptcy counsel to the effect that such amount into appeal is final and not subject to appeal. For purposes of compliance with this Section 4.04(d), the Note Distribution AccountIndenture Trustee shall be entitled to rely on written instructions from the Insurer. (e) The Seller may at In the event any timeof the holders of the Residual Interests seek to have the amounts remaining on deposit in the Spread Account released to holders of the Residual Interests prior to the expiration of the ninety-one (91) day period specified in Section 4.04(d) above, without consent of then, if (i) amounts payable with respect to the Notes have been fully paid to the Noteholders, sell(ii) the Repayment Amount and all other amounts owing to the Insurer pursuant to the Insurance Agreement have been paid in full, transfer(iii) no case or proceeding described in Sections 7.01(d) or (e) has occurred with respect to the Potential Preference Parties, convey and (iv) either (A) the long term unsecured debt of the Seller and the Servicer is rated "BBB-" or assign better by Standard & Poor's and "Baa3" or better by Moody's, (B) the Insurer shall have received a favorable opinion or opinions, satisfactory in form and substance to the Insurer, from counsel to Onyx, the Seller and the Servicer, to the effect that in the event a case or proceeding described in Sections 7.01(d) or (e) were to occur with respect to the Potential Preference Parties, no payment pursuant to this Agreement or the Insurance Agreement would be recoverable from either the Insurer or the Noteholders, and such other matters as the Insurer may reasonably request, or (C) the Insurer, in its sole discretion, elects to have the remaining amounts on deposit in the Spread Account paid to the holders of the Residual Interests, then, in any manner its rights to and interests such event, all remaining amounts on deposit in distributions from the Spread AccountAccount shall be paid to the holders of the Residual Interests, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfiedpro rata in proportion to their Percentage Interests.

Spread Account. (a) On or prior to the Closing Date, the Seller WFSRC3 shall deposit the applicable Spread Account Deposit Initial Amount into the Spread Account. The Spread Account will be held for the benefit of the Securityholders in order to effectuate the subordination of the rights of the Securityholders to the extent described above. (b) On each Distribution Date, the Master Servicer shall instruct the Indenture Trustee to withdraw the Spread Account Withdrawal Amount from the Spread Account and distribute such amount as part of Available Funds in accordance with Section 5.05(a). (c) If any Class of Notes has not been paid in full on any Distribution Date on and after its Final Scheduled Distribution Date (after giving effect to the distribution of Available Funds on such Distribution Date), the Master Servicer shall instruct the Indenture Trustee to distribute from amounts on deposit in the Spread Account to the Holders of that Class of Notes, an amount equal to the lesser of (i) the amount on deposit in the Spread Account on any Payment Date and (after giving effect to all deposits or withdrawals therefrom on such Payment Dateii) is greater than the Specified Spread Account Balance for such Payment Outstanding Amount of that Class of Notes. On each Distribution Date, the Master Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that ifExcess Spread Amount, after giving effect to all payments made on the Notes on such Payment Datedistribution described in the preceding sentence, the Pool Balance as first, to WFSRC3 until WFSRC3 has received full payment of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account Initial Deposit and second, all remaining funds to the Certificate Distribution Account for application distribution to Certificateholders in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from 5.02 of the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amountsAgreement. (cd) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit Amounts held in the Spread Account shall be distributed to invested in the Seller or any transferee or assignee pursuant to clause (emanner specified in Section 5.01(b). The Seller (, and such transferees and assignees) investments shall be made in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In accordance with written instructions from the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv)Master Servicer; provided that, (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct if the Indenture Trustee does not receive any such written instructions prior to any date on which an investment decision must be made, the Indenture Trustee shall invest such Payment Date to withdraw from amounts held in the Spread Account on in Eligible Investments consisting of commercial paper given the highest rating by each Rating Agency at the time of such Payment Date an amount equal investment. All such investments shall be made in the name of the Indenture Trustee or its nominee and such investments shall not be sold or disposed of prior to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Accounttheir maturity. (e) The Seller may at any time, without consent Upon termination of the NoteholdersIssuer pursuant to Section 9.01, sell, transfer, convey or assign any amounts on deposit in any manner its rights to and interests in distributions from the Spread Account, including interest after payments of amounts due to the Securityholders, will be distributed first, to WFSRC3 until WFSRC3 has received full repayment of the Spread Account Initial Deposit and other investment earnings thereon; providedsecond, that to the Rating Agency Condition is satisfiedCertificate Distribution Account for distribution to Certificateholders in accordance with the Section 5.02 of the Trust Agreement.

Spread Account. (a) On or prior to the Closing Date, the Seller Indenture Trustee shall establish and maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the Trust, on behalf of the Trust, for the benefit of the Class C Noteholders and the Transferor, a segregated account (the “Spread Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class C Noteholders and the Transferor. Except as otherwise provided in this Section 4.12, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the applicable Spread Account Deposit and in all proceeds thereof. The Spread Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Class C Noteholders and the holder of the Transferor Interest. If at any time the institution holding the Spread Account ceases to be an Eligible Institution, the Servicer shall notify the Indenture Trustee in writing, and the Indenture Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days (or such longer period as to which the Rating Agencies may consent) establish a new Spread Account meeting the conditions specified above with an Eligible Institution and shall transfer any cash or any investments to such new Spread Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Spread Account from time to time in an amount up to the Available Spread Account Amount at such time, for the purposes set forth in this Indenture Supplement, and (ii) on each Transfer Date prior to termination of the Spread Account, make a deposit into the Spread AccountAccount in the amount specified in, and otherwise in accordance with, Section 4.12(f). (b) Funds on deposit in the Spread Account shall be invested at the written direction of the Servicer by the Indenture Trustee in Eligible Investments. Funds on deposit in the Spread Account on any Transfer Date, after giving effect to any withdrawals from and deposits to the Spread Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. On each Transfer Date (but subject to Section 4.12(c)), the Investment Earnings, if any, accrued since the preceding Transfer Date on funds on deposit in the Spread Account shall be retained in the Spread Account (to the extent that the Available Spread Account Amount is less than the Required Spread Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture Supplement (subject to Section 4.12(c)), all Investment Earnings shall be deemed not to be available or on deposit. (c) If, on any Transfer Date, the aggregate amount of Available Finance Charge Collections and the amount, if any, withdrawn from the Cash Collateral Account available for deposit into the Distribution Account pursuant to subsection 4.4(a)(v) and Section 4.11(c), respectively, is less than the aggregate amount required to be deposited pursuant to subsection 4.4(a)(v), the Indenture Trustee, at the written direction of the Servicer, shall withdraw from the Spread Account the amount of such deficiency up to the Available Spread Account Amount and, if the Available Spread Account Amount is less than such deficiency, Investment Earnings credited to the Spread Account, and deposit such amount in the Distribution Account to fund any deficiency pursuant to subsection 4.4(a)(v). (d) On the earlier of Series 2011-A Final Maturity Date and the date on which the Class A Note Principal Balance, the Class M Note Principal Balance and the Class B Note Principal Balance have been paid in full, after applying any funds on deposit in the Spread Account as described in Section 4.12(c), the Indenture Trustee at the written direction of the Servicer shall withdraw from the Spread Account an amount equal to the lesser of (i) the Class C Note Principal Balance (after any payments to be made pursuant to Section 4.4(c) on such date) and (ii) the Available Spread Account Amount and, if the Available Spread Account Amount is not sufficient to reduce the Class C Note Principal Balance to zero, Investment Earnings credited to the Spread Account up to the amount required to reduce the Class C Note Principal Balance to zero, and the Indenture Trustee upon the written direction of the Servicer or the Servicer shall deposit such amounts into the Distribution Account for distribution to the Class C Noteholders in accordance with Section 5.2(f). (e) On any day following the occurrence of an Event of Default with respect to Series 2011-A and acceleration of the maturity of the Series 2011-A Notes pursuant to Section 5.3 of the Indenture, Servicer shall withdraw from the Spread Account an amount equal to the Available Spread Account Amount and Indenture Trustee or Servicer shall deposit such amounts into the Distribution Account for distribution to the Class C Noteholders, the Class A Noteholders, the Class M Noteholders and the Class B Noteholders, in that order of priority, in accordance with Section 5.2, to fund any shortfalls in amounts owed to such Noteholders. (f) If on any Transfer Date, after giving effect to all withdrawals from the Spread Account, the Available Spread Account Amount is less than the Required Spread Account Amount then in effect, Available Finance Charge Collections, to the extent available, shall be deposited into the Spread Account pursuant to subsection 4.4(a)(x) up to the amount of the Spread Account Deficiency. (g) If, after giving effect to all deposits to and withdrawals from the Spread Account with respect to any Transfer Date, the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than exceeds the Specified Required Spread Account Balance for such Payment DateAmount, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees acting in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as instructions of the first day of the Collection Period in which such Payment Date occurs is less than the Note BalanceServicer, shall withdraw an amount equal to such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in from the Spread Account for application and distribute such amount to the Transferor. On the date on which the Class C Note Principal Balance has been paid in accordance with this Agreement. Amounts properly distributed full, after making any payments to the Noteholders required pursuant to this Section 5.7(bSections 4.12(c), (d) shall be deemed released from the Trust and the security interest therein granted to (e), the Indenture Trustee, and at the Seller (and such transferees and assignees) written direction of Servicer, shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on all amounts then remaining in the Spread Account and pay such Payment Date an amount equal to such excess, amounts to the extent of funds available therein, and deposit such amount into the Note Distribution AccountTransferor. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On or prior to the Closing Date, the Seller Trustee shall deposit establish and maintain a segregated trust account with the applicable Trustee or in the corporate trust department of another Eligible Bank referred to herein as the "Spread Account." The Spread Account Deposit shall be maintained in the name of the Trustee. The Spread Account and any amounts on deposit therein shall be part of the Trust and shall be for the benefit of the Certificateholders and the Insurer, as their respective interests may appear herein; provided, however, that the interest of the Insurer and the Class IC Certificateholder shall be subordinated to the interests of the other Certificateholders as provided herein. (b) Funds on deposit in the Spread Account shall be invested in Eligible Investments in the same manner and subject to the same requirements and limitations as the investment of funds in the Certificate Account pursuant to Section 9.01, including the limitation that Eligible Investments mature not later than the Business Day prior to the next succeeding Distribution Date; provided, however, no such limitation on the maturity of Eligible Investments shall apply if the Trust obtains the benefit of a liquidity facility or similar arrangement from a commercial bank with an Approved Rating or other provider approved in advance in writing by the Insurer, with respect to funds in the Spread Account (a "Spread Account Facility") and Standard & Poor's and ▇▇▇▇▇'▇ confirm in writing that the rating of the Certificates will not be lowered or withdrawn as a result of eliminating or modifying the limitation on the maturity of Permitted Investments in respect of the Spread Account. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Agreement, investment earnings on such funds shall be deemed to be available or on deposit only to the extent that the aggregate of such amounts, plus the funds on deposit in the Spread Account, do not exceed the Required Spread Amount. (c) If on any Distribution Date the amount of Available Funds is insufficient to make the distributions required by Sections 9.04(a)(i) through (iii), the Trustee shall withdraw or cause to be withdrawn from the Spread Account and deposited in the Certificate Account the lesser of (i) the entire Available Spread Amount and (ii) the amount necessary to make up such deficiency to pay any deficiency in permitted reimbursements of Outstanding Advances pursuant to Section 9.04(a)(i), the Monthly Servicing Fee, Monthly Interest and Monthly Principal (prior to making any draw on the Policy), all as provided in Sections 9.02 and 9.04 and the Policy. (d) On each Distribution Date, all distributions made pursuant to Section 9.04(a) (vii) shall be deposited into the Spread Account. (be) If the amount on deposit in the Spread Account on any Payment Date (Account, after giving effect to all deposits or withdrawals therefrom on such Payment Datethe distributions set forth in Section 9.04 (including, without limitation, payment of amounts due and owing to the Insurer) is greater than the Specified Required Spread Account Balance for Amount on such Payment Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained Class IC Certificateholder. Amounts properly distributed to the Class IC Certificateholder pursuant to this Section, either directly without deposit in the Spread Account for application or from excess amounts in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) the Spread Account shall be deemed released from the Trust and the from any security interest therein granted to of the Indenture Trustee, and Trustee or the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amountsInsurer. (cf) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) Upon the termination of the Trustthis Agreement, any amount amounts remaining on deposit in the Spread Account Account, after payment of any amounts due and owing to the Class A Certificateholders and the Class I Certificateholders and to the Insurer, shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (Class IC Certificateholder and such transferees amounts shall not be subject to any claims or rights of the other Certificateholders to the extent that such action is not inconsistent with Section 6(b)(ii) and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c)9 of Annex A hereto. (dg) In On the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Closing Date, the Servicer Depositor shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date deposit an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account. one percent (e1%) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from Initial Certificate Balance into the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On or prior to the Closing Date, the Seller Indenture Trustee shall establish and maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the Trust, on behalf of the Trust, for the benefit of the Class C Noteholders and the Transferor, a segregated account (the “Spread Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class C Noteholders and the Transferor. Except as otherwise provided in this Section 4.12, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the applicable Spread Account Deposit and in all proceeds thereof. The Spread Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Class C Noteholders and the holder of the Transferor Interest. If at any time the institution holding the Spread Account ceases to be an Eligible Institution, the Servicer shall notify the Indenture Trustee in writing, and the Indenture Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days (or such longer period as to which the Rating Agencies may consent) establish a new Spread Account meeting the conditions specified above with an Eligible Institution and shall transfer any cash or any investments to such new Spread Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Spread Account from time to time in an amount up to the Available Spread Account Amount at such time, for the purposes set forth in this Indenture Supplement, and (ii) on each Transfer Date prior to termination of the Spread Account, make a deposit into the Spread AccountAccount in the amount specified in, and otherwise in accordance with, Section 4.12(f). (b) Funds on deposit in the Spread Account shall be invested at the written direction of the Servicer by the Indenture Trustee in Eligible Investments. Funds on deposit in the Spread Account on any Transfer Date, after giving effect to any withdrawals from and deposits to the Spread Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. On each Transfer Date (but subject to Section 4.12(c)), the Investment Earnings, if any, accrued since the preceding Transfer Date on funds on deposit in the Spread Account shall be retained in the Spread Account (to the extent that the Available Spread Account Amount is less than the Required Spread Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture Supplement (subject to Section 4.12(c)), all Investment Earnings shall be deemed not to be available or on deposit. (c) If, on any Transfer Date, the aggregate amount of Available Finance Charge Collections and the amount, if any, withdrawn from the Cash Collateral Account available for deposit into the Distribution Account pursuant to subsection 4.4(a)(v) and Section 4.11(c), respectively, is less than the aggregate amount required to be deposited pursuant to subsection 4.4(a)(v), the Indenture Trustee, at the written direction of the Servicer, shall withdraw from the Spread Account the amount of such deficiency up to the Available Spread Account Amount and, if the Available Spread Account Amount is less than such deficiency, Investment Earnings credited to the Spread Account, and deposit such amount in the Distribution Account to fund any deficiency pursuant to subsection 4.4(a)(v). (d) On the earlier of Series 2010-A Final Maturity Date and the date on which the Class A Note Principal Balance, the Class M Note Principal Balance and the Class B Note Principal Balance have been paid in full, after applying any funds on deposit in the Spread Account as described in Section 4.12(c), the Indenture Trustee at the written direction of the Servicer shall withdraw from the Spread Account an amount equal to the lesser of (i) the Class C Note Principal Balance (after any payments to be made pursuant to Section 4.4(c) on such date) and (ii) the Available Spread Account Amount and, if the Available Spread Account Amount is not sufficient to reduce the Class C Note Principal Balance to zero, Investment Earnings credited to the Spread Account up to the amount required to reduce the Class C Note Principal Balance to zero, and the Indenture Trustee upon the written direction of the Servicer or the Servicer shall deposit such amounts into the Distribution Account for distribution to the Class C Noteholders in accordance with Section 5.2(f). (e) On any day following the occurrence of an Event of Default with respect to Series 2010-A and acceleration of the maturity of the Series 2010-A Notes pursuant to Section 5.3 of the Indenture, Servicer shall withdraw from the Spread Account an amount equal to the Available Spread Account Amount and Indenture Trustee or Servicer shall deposit such amounts into the Distribution Account for distribution to the Class C Noteholders, the Class A Noteholders, the Class M Noteholders and the Class B Noteholders, in that order of priority, in accordance with Section 5.2, to fund any shortfalls in amounts owed to such Noteholders. (f) If on any Transfer Date, after giving effect to all withdrawals from the Spread Account, the Available Spread Account Amount is less than the Required Spread Account Amount then in effect, Available Finance Charge Collections, to the extent available, shall be deposited into the Spread Account pursuant to subsection 4.4(a)(xi) up to the amount of the Spread Account Deficiency. (g) If, after giving effect to all deposits to and withdrawals from the Spread Account with respect to any Transfer Date, the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than exceeds the Specified Required Spread Account Balance for such Payment DateAmount, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees acting in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as instructions of the first day of the Collection Period in which such Payment Date occurs is less than the Note BalanceServicer, shall withdraw an amount equal to such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in from the Spread Account for application and distribute such amount to the Transferor. On the date on which the Class C Note Principal Balance has been paid in accordance with this Agreement. Amounts properly distributed full, after making any payments to the Noteholders required pursuant to this Section 5.7(bSections 4.12(c), (d) shall be deemed released from the Trust and the security interest therein granted to (e), the Indenture Trustee, and at the Seller (and such transferees and assignees) written direction of Servicer, shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on all amounts then remaining in the Spread Account and pay such Payment Date an amount equal to such excess, amounts to the extent of funds available therein, and deposit such amount into the Note Distribution AccountTransferor. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On The Trustee shall establish and maintain a separate trust account (the Closing Date"Spread Account") titled "________________________, as Trustee, in trust for the Seller shall deposit the applicable registered holders of Revolving Home Equity Loan Asset Backed Certificates, Series 199__-__ and _____________________." The Spread Account Deposit into shall be an Eligible Account. Amounts on deposit in the Spread AccountAccount will, at the direction of the Transferor, be invested in either Eligible Investments maturing no later than the day before the next Distribution Date or in the commercial paper (maturing no later than the day before the next Distribution Date) of [Countrywide Home Loans, Inc.], or any of its Affiliates, provided that such commercial paper's short-term rating is no lower than ___ and ____ and the long-term unsecured debt of [Countrywide Home Loans, Inc.] is rated at least ____ by _______________, or such lower rating as is agreed to by the Rating Agencies as evidenced by a letter from each such Rating Agency. All income and gain realized from any investment of funds in the Spread Account shall be for the benefit of the Transferor and shall be subject to its withdrawal from time to time. The amount of any losses incurred in respect of the principal amount of any such investments shall be deposited in the Spread Account by the Transferor out of its own funds immediately as realized. (b) If On each Determination Date the Trustee shall determine (i) the extent to which Investor Interest Collections and the amounts, if any, deposited into the Collection Account pursuant to Section 4.05 applied in the order specified in Section 5.01(a) are insufficient to make distributions as provided in clauses (iii) and (iv) of Section 5.01(a) and (ii) the Guaranteed Principal Distribution Amount for the related Distribution Date. On each Distribution Date the Trustee shall withdraw from the Spread Account and deposit into the Collection Account the lesser of the amount on deposit in the Spread Account on any Payment Date (after giving effect and an amount equal to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount sum of the excess to the Seller amounts, if any, determined in clauses (i) and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as (ii) of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amountspreceding sentence. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) Following the termination of the TrustTrust pursuant to Section 10.01 or 11.02 hereof, any amount remaining the Trustee shall withdraw all amounts then on deposit in the Spread Account shall be distributed and distribute such amounts first to any amounts due and owing to the Seller or Credit Enhancer and then to the Transferor. If on any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Distribution Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from deposit in the Spread Account on exceeds the Spread Account Maximum, the Trustee shall withdraw such Payment Date an amount equal to such excess, excess and distribute it to the extent of funds available therein, and deposit such amount into the Note Distribution AccountTransferor. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On or prior to the Closing Date, the Seller Indenture Trustee shall establish and maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the Trust, on behalf of the Trust, for the benefit of the Class C Noteholders and the Transferor, a segregated account (the “Spread Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class C Noteholders and the Transferor. Except as otherwise provided in this Section 4.12, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the applicable Spread Account Deposit and in all proceeds thereof. The Spread Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Class C Noteholders and the holder of the Transferor Interest. If at any time the institution holding the Spread Account ceases to be an Eligible Institution, the Servicer shall notify the Indenture Trustee in writing, and the Indenture Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days (or such longer period as to which the Rating Agencies may consent) establish a new Spread Account meeting the conditions specified above with an Eligible Institution and shall transfer any cash or any investments to such new Spread Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Spread Account from time to time in an amount up to the Available Spread Account Amount at such time, for the purposes set forth in this Indenture Supplement, and (ii) on each Transfer Date prior to termination of the Spread Account, make a deposit into the Spread AccountAccount in the amount specified in, and otherwise in accordance with, Section 4.12(f). (b) Funds on deposit in the Spread Account shall be invested at the written direction of the Servicer by the Indenture Trustee in Eligible Investments. Funds on deposit in the Spread Account on any Transfer Date, after giving effect to any withdrawals from and deposits to the Spread Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. On each Transfer Date (but subject to Section 4.12(c)), the Investment Earnings, if any, accrued since the preceding Transfer Date on funds on deposit in the Spread Account shall be retained in the Spread Account (to the extent that the Available Spread Account Amount is less than the Required Spread Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture Supplement (subject to Section 4.12(c)), all Investment Earnings shall be deemed not to be available or on deposit. (c) If, on any Transfer Date, the aggregate amount of Available Finance Charge Collections and the amount, if any, withdrawn from the Cash Collateral Account available for deposit into the Distribution Account pursuant to subsection 4.4(a)(v) and Section 4.11(c), respectively, is less than the aggregate amount required to be deposited pursuant to subsection 4.4(a)(v), the Indenture Trustee, at the written direction of the Servicer, shall withdraw from the Spread Account the amount of such deficiency up to the Available Spread Account Amount and, if the Available Spread Account Amount is less than such deficiency, Investment Earnings credited to the Spread Account, and deposit such amount in the Distribution Account to fund any deficiency pursuant to subsection 4.4(a)(v). (d) On the earlier of Series 2011-B Final Maturity Date and the date on which the Class A Note Principal Balance, the Class M Note Principal Balance and the Class B Note Principal Balance have been paid in full, after applying any funds on deposit in the Spread Account as described in Section 4.12(c), the Indenture Trustee at the written direction of the Servicer shall withdraw from the Spread Account an amount equal to the lesser of (i) the Class C Note Principal Balance (after any payments to be made pursuant to Section 4.4(c) on such date) and (ii) the Available Spread Account Amount and, if the Available Spread Account Amount is not sufficient to reduce the Class C Note Principal Balance to zero, Investment Earnings credited to the Spread Account up to the amount required to reduce the Class C Note Principal Balance to zero, and the Indenture Trustee upon the written direction of the Servicer or the Servicer shall deposit such amounts into the Distribution Account for distribution to the Class C Noteholders in accordance with Section 5.2(f). (e) On any day following the occurrence of an Event of Default with respect to Series 2011-B and acceleration of the maturity of the Series 2011-B Notes pursuant to Section 5.3 of the Indenture, Servicer shall withdraw from the Spread Account an amount equal to the Available Spread Account Amount and Indenture Trustee or Servicer shall deposit such amounts into the Distribution Account for distribution to the Class C Noteholders, the Class A Noteholders, the Class M Noteholders and the Class B Noteholders, in that order of priority, in accordance with Section 5.2, to fund any shortfalls in amounts owed to such Noteholders. (f) If on any Transfer Date, after giving effect to all withdrawals from the Spread Account, the Available Spread Account Amount is less than the Required Spread Account Amount then in effect, Available Finance Charge Collections, to the extent available, shall be deposited into the Spread Account pursuant to subsection 4.4(a)(x) up to the amount of the Spread Account Deficiency. (g) If, after giving effect to all deposits to and withdrawals from the Spread Account with respect to any Transfer Date, the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than exceeds the Specified Required Spread Account Balance for such Payment DateAmount, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees acting in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as instructions of the first day of the Collection Period in which such Payment Date occurs is less than the Note BalanceServicer, shall withdraw an amount equal to such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in from the Spread Account for application and distribute such amount to the Transferor. On the date on which the Class C Note Principal Balance has been paid in accordance with this Agreement. Amounts properly distributed full, after making any payments to the Noteholders required pursuant to this Section 5.7(bSections 4.12(c), (d) shall be deemed released from the Trust and the security interest therein granted to (e), the Indenture Trustee, and at the Seller (and such transferees and assignees) written direction of Servicer, shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on all amounts then remaining in the Spread Account and pay such Payment Date an amount equal to such excess, amounts to the extent of funds available therein, and deposit such amount into the Note Distribution AccountTransferor. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On the Closing Date and on each Subsequent Transfer Date, the Seller shall deposit the applicable Spread Account Initial Deposit into the Spread Account. (b) If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the sum of the Pool Balance and the Pre-Funded Amount as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On the Closing Date, the Seller shall deposit the applicable Spread Account Deposit into the Spread Account. (b) If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts[Reserved.] (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee, the Indenture Trustee and the Indenture Trustee Certificateholders and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller Depositor or any transferee or assignee pursuant to clause (e). The Seller Depositor (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v5.6(b)(v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account; provided that amounts released from the Spread Account shall only be used in the manner permitted under §246.4(b)(3)(i) of Regulation RR, as determined solely by the Servicer. (e) The Seller Depositor may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfiedsatisfied and that such sale, transfer, conveyance or assignment is not prohibited by Regulation RR.

Spread Account. (a) On or prior to the Closing Date, Indenture Trustee shall establish and maintain with a Qualified Institution, which may be Indenture Trustee, in the Seller name of the Trust, on behalf of the Trust, for the benefit of the Class C Noteholders and the Holder of the Transferor Interest, a segregated account (the "Spread Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class C Noteholders and the Holder of the Transferor Interest. Except as otherwise provided in this Section 4.12, Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the applicable Spread Account Deposit and in all proceeds thereof. The Spread Account shall be under the sole dominion and control of Indenture Trustee for the benefit of the Class C Noteholders and the Holder of the Transferor Interest. If at any time the institution holding the Spread Account ceases to be a Qualified Institution, Servicer shall notify Indenture Trustee in writing, and Indenture Trustee upon being notified (or Servicer on its behalf) shall, within ten (10) Business Days (or such longer period as to which the Rating Agencies may consent) establish a new Spread Account meeting the conditions specified above with a Qualified Institution and shall transfer any cash and any investments to such new Spread Account. Indenture Trustee, at the written direction of Servicer, shall (i) make withdrawals from the Spread Account from time to time in an amount up to the Available Spread Account Amount at such time, for the purposes set forth in this Indenture Supplement, and (ii) on each Transfer Date prior to termination of the Spread Account, make a deposit into the Spread AccountAccount in the amount specified in, and otherwise in accordance with, subsection 4.12(f). The Issuer will [make no] deposit into the Spread Account on the Closing Date [an amount equal to the Required Spread Account Amount.] (b) Funds on deposit in the Spread Account shall be invested at the written direction of Servicer by Indenture Trustee in Permitted Investments. Funds on deposit in the Spread Account on any Transfer Date, after giving effect to any withdrawals from and deposits to the Spread Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. On each Transfer Date (but subject to subsections 4.12(c), 4.12(d) and 4.12(f)), the Investment Earnings, if any, accrued since the preceding Transfer Date on funds on deposit in the Spread Account shall be paid to the Holders of the Transferor Interest by Indenture Trustee upon written direction of Servicer. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture Supplement (subject to subsections 4.12(c), 4.12(d) and 4.12(f)), all Investment Earnings shall be deemed not to be available or on deposit; provided that after the maturity of the Series [200_-_] Notes has been accelerated as a result of an Event of Default, all Investment Earnings shall be added to the balance on deposit in the Spread Account and treated like the rest of the Available Spread Account Amount. (c) If, on any Transfer Date, the aggregate amount of Available Finance Charge Collections [and the amount, if any, withdrawn from the Cash Collateral Account available for deposit into the Distribution Account] pursuant to subsection[s] 4.04(a)(iv) [and 4.11(c), respectively,] is less than the aggregate amount required to be deposited pursuant to subsection 4.04(a)(iv), Indenture Trustee, at the written direction of Servicer, shall (i) withdraw from the Spread Account the amount of such deficiency up to the Available Spread Account Amount and, if the Available Spread Account Amount is less than such deficiency, the Indenture Trustee shall also withdraw Investment Earnings credited to the Spread Account in an amount so that the total amount withdrawn equals such deficiency, and (ii) deposit such amount in the Distribution Account for payment to the Class C Noteholders in respect of interest on the Class C Notes. (d) On the earlier of Series [200_-_] Final Maturity Date and the date on which the Class A Note Principal Balance and the Class B Note Principal Balance have been paid in full, after applying any funds on deposit in the Spread Account as described in subsection 4.12(c), Indenture Trustee, at the written direction of Servicer, shall withdraw from the Spread Account an amount equal to the lesser of (i) the Class C Note Principal Balance (after any payments to be made pursuant to subsection 4.04(c) on such date) and (ii) the Available Spread Account Amount and, if the amount so withdrawn is not sufficient to reduce the Class C Note Principal Balance to zero, shall also withdraw Investment Earnings credited to the Spread Account up to the amount required to reduce the Class C Note Principal Balance to zero. Indenture Trustee, upon the written direction of Servicer, shall deposit such amounts into the Distribution Account for distribution to the Class C Noteholders in accordance with subsection 5.02(e). (e) On any day following the occurrence of an Event of Default with respect to Series [200_-_] and acceleration of the maturity of the Series [200_-_] Notes pursuant to Section 5.03 of the Indenture, Servicer shall withdraw from the Spread Account an amount equal to the Available Spread Account Amount and Indenture Trustee or Servicer shall deposit such amounts into the Distribution Account for distribution to the Class C Noteholders until the Class C Note Principal Balance is paid in full[, to the Class A Noteholders until the Class A Note Principal Balance is paid in full,] [and to the Class B Noteholders until the Class B Note Principal Balance is paid in full,] [in that order of priority,] in accordance with Section 5.02, to fund any shortfalls in amounts owed to such Noteholders. (f) If on any Transfer Date, after giving effect to all withdrawals from the Spread Account, the Available Spread Account Amount is less than the Required Spread Account Amount then in effect, Available Finance Charge Collections shall be deposited into the Spread Account pursuant to subsection 4.04(a)(vii) up to the amount of the Spread Account Deficiency and, if such Available Finance Charge Collections are less than such Spread Account Deficiency, investment earnings on funds on deposit in the Spread Account shall be held and not distributed pursuant to subsection 4.12(b) until such Spread Account Deficiency is reduced to zero through subsequent deposits pursuant to subsection 4.04(a)(vii). (g) If, after giving effect to all deposits to and withdrawals from the Spread Account with respect to any Transfer Date, the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than exceeds the Specified Required Spread Account Balance for such Payment DateAmount, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees acting in accordance with their respective interests); providedthe instructions of Servicer, that ifshall treat such excess as additional Available Finance Charge Collections. On the date on which the Class C Note Principal Balance has been paid in full, after giving effect to all making any payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller Noteholders required pursuant to subsections 4.12(c), (or such transferees or assigneesd) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the (e), Indenture Trustee, and at the Seller (and such transferees and assignees) written direction of Servicer, shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on all amounts then remaining in the Spread Account and pay such Payment Date an amount equal to such excess, amounts to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent holders of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfiedTransferor Interest.

Spread Account. (a) On the Closing Date [and on each Subsequent Transfer Date], the Seller shall deposit the applicable Spread Account [Initial] Deposit into the Spread Account. (b) If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, [the sum of] the Pool Balance [and the Pre-Funded Amount] as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, [the Counterparties,] the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the [sum of (x) the] First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date Date[, (y) the Net Swap Payments (including interest on any overdue Net Swap Payments) for a Payment Date, if any, and (z) the Priority Swap Termination Payments payable by the Issuing Entity, if any,] exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account.] (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On or prior to the Closing Date, the Seller Indenture Trustee shall deposit establish and maintain a segregated trust account with the applicable Indenture Trustee or in the corporate trust department of another Eligible Bank referred to herein as the "Spread Account." The Spread Account Deposit shall be maintained in the name of the Indenture Trustee. The Spread Account and any amounts on deposit therein shall be part of the Pledged Assets and shall be for the benefit of Secured Parties, as their respective interests may appear herein; provided, however, that the interest of the Insurer therein shall be subordinated to the interests of the Noteholders as provided herein. (b) Funds on deposit in the Spread Account shall be invested in Eligible Investments in the same manner and subject to the same requirements and limitations as the investment of funds in the Collection Account pursuant to Section 8.01, including the limitation that Eligible Investments mature not later than the Business Day prior to the next succeeding Payment Date; provided, however, that no such limitation on the maturity of Eligible Investments shall apply if the Indenture Trustee obtains the benefit of a liquidity facility or similar arrangement from a commercial bank with an Approved Rating or other provider approved in advance in writing by the Insurer and the Administrative Agent, with respect to funds in the Spread Account (a "Spread Account Facility") and confirm in writing that the rating of the Notes will not be lowered or withdrawn as a result of eliminating or modifying the limitation on the maturity of Eligible Investments in respect of the Spread Account. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture, investment earnings on such funds shall be deemed to be available or on deposit only to the extent that the aggregate of such amounts, plus the funds on deposit in such Spread Account, do not exceed the Required Spread Amount. (c) If on any Payment Date the amount of Available Funds is insufficient to make the distributions required by Sections 8.04(a)(i) through (viii), the Indenture Trustee shall withdraw or cause to be withdrawn from the Spread Account and deposited in the Collection Account the lesser of (i) the entire Available Spread Amount and (ii) the amount necessary to make up such deficiency to pay any deficiency in permitted reimbursements of Outstanding Advances pursuant to Section 8.04(a) (ii), the Monthly Servicing Fee, Monthly Interest, Monthly principal (prior to making any draw on the Policy) and the Insurance Premium, all as provided in Sections 8.02 and 8.04 and the Policy. (d) On each Payment Date, all distributions made pursuant to Section 8.04(a)(xi) shall be deposited into the Spread Account; provided, however, that the Accelerated Principal Amount has been paid in full to the Noteholders. (be) If the amount on deposit in the Spread Account Account, after giving effect to the distributions set forth in Section 8.04 (including, without limitation, payment of amounts due and owing to the Insurer) is greater than the Required Spread Amount on any such Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Datepayment of the Accelerated Principal Amount in Monthly Principal), the Servicer amount of such excess shall instruct be distributed by the Indenture Trustee to distribute the amount of Owner Trustee, or as the excess to the Seller (and its transferees and assignees Owner Trustee shall direct in accordance with their respective interests); provided, that if, after giving effect the Trust Agreement to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be Certificateholders. Amounts properly distributed to the Seller (Owner Trustee or such transferees or assignees) and shall be retained Certificateholders pursuant to this Section either directly without deposit in the Spread Account for application or from excess amounts in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) the Spread Account shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from behalf of the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution AccountSecured Parties. (ef) The Seller may at any timeUpon discharge and satisfaction of this Indenture pursuant to Section 4.01, without consent of the Noteholders, sell, transfer, convey or assign amounts remaining in any manner its rights to and interests in distributions from the Spread Account, including interest after payment of any amounts due and other investment earnings thereon; providedowing to the Noteholders and to the Insurer, that shall be distributed by the Rating Agency Condition is satisfiedIndenture Trustee to the Owner Trustee, or as the Owner Trustee shall direct in accordance with the Trust Agreement to the Certificateholders and such amounts shall not be subject to any claims or rights of any Noteholder.

Spread Account. (a) The Spread Account will be held for the benefit of the Noteholders and the Insurer. On the Closing Date, the Seller shall deposit the applicable Spread Account Deposit into the Spread AccountAccount an amount equal to the Initial Cash Deposit from the proceeds of the sale of the Notes. (b) On each Distribution Date, based solely on the Distribution Date Statement, the Indenture Trustee shall withdraw funds from the Spread Account, to the extent funds are on deposit therein, equal to the amount by which the sum of the amounts set forth in Section 4.03, clauses (i) though (iv) with respect to such Distribution Date exceeds the amount of Net Collections (plus amounts transferred to the Payment Account from the Prefunding Account, representing earnings from investments therein, and amounts transferred to the Payment Account from the Capitalized Interest Account, if any) available with respect to such Distribution Date. The Indenture Trustee shall deposit any such funds withdrawn from the Spread Account into the Payment Account to be distributed pursuant to Section 4.03. Funds shall also be withdrawn from the Spread Account by the Indenture Trustee, as directed by the Insurer to reimburse the Insurer for draws with respect to any Preference Amount. If the amount of cash on deposit in the Spread Account on any Payment Distribution Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment DateDistribution Date other than withdrawals relating to distributions to be made pursuant to this sentence) is greater than exceeds the Specified maximum amount of the cash component of the Spread Account, as specified in the definition of "Spread Account Balance for such Payment DateMaximum" set forth in the Insurance Agreement, the Servicer shall instruct the Indenture Trustee shall, based solely on the Distribution Date Statement, distribute any excess first, to distribute the amount Insurer, to the extent of any amounts owing to the Insurer pursuant to the Insurance Agreement and any unreimbursed Insurer Defense Costs, and second, to the Residual Distribution Account for distribution to holders of the excess Residual Interests pursuant to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect Trust Agreement. Upon any such distributions to all payments made on the Notes on such Payment DateInsurer or the holders of the Residual Interests, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note BalanceNoteholders will have no further rights in, or claims to, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: Amounts held in the Spread Account shall be invested in the manner specified in Section 4.01(c), and such investments shall be made in accordance with written instructions from the Servicer; provided that, if the Indenture Trustee does not receive any such written instructions prior to any date on which an investment decision must be made, the funds held in the Spread Account will remain uninvested. All such investments shall be made in the name of the Indenture Trustee or its nominee and such investments shall not be sold or disposed of prior to their maturity. (id) Ninety-one (91) days following the termination of the Trust pursuant to Section 9.01 of the Trust Agreement, any amounts on deposit in the Spread Account, after payments of amounts due to the Noteholders or the Insurer pursuant to the Insurance Agreement and any unreimbursed Insurer Defense Costs, shall be paid to the holders of the Residual Interests; provided, however, that if an insolvency event of the type described in Section 7.01(d) or (e) with respect to any of the Seller, the Servicer, the Indenture Trustee or the Noteholders (collectively, the "POTENTIAL PREFERENCE PARTIES") shall have occurred during the period ending ninety-one (91) days after payment in full to the Noteholders of all amounts payable with respect to the Notes and the payment in full of the aggregate Outstanding Repayment Amount of then the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining funds on deposit in the Spread Account shall be distributed retained until the date all applicable statute of limitation periods with respect to all applicable preference actions and periods have expired and during which time no preference action or similar proceeding at law or in equity is commenced, at which time, the Insurer shall direct the Indenture Trustee in writing to release all amounts in the Spread Account to the Seller or any transferee or assignee pursuant holders of the Residual Interests, pro rata in proportion to clause percentage portion of the Residual Interest (e)the "PERCENTAGE INTEREST") of each such holder of the Residual Interests. The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that any preference action referred to above is commenced during any applicable statute of limitations period, funds deposited in the First Principal Payment Amount and Spread Account shall be retained until the date on which there is a final determination by a court of competent jurisdiction as to whether any payment or payments made pursuant to this Agreement, the Indenture, the Indemnification Agreement or the Insurance Agreement is recoverable from any of the Insurer or the Noteholders’ Distributable Amount for . If it is so determined that a Payment Date exceeds payment is so recoverable, funds deposited in the amount deposited into the Note Distribution Spread Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct be applied by the Indenture Trustee at the written direction of the Insurer first to pay any and all such claims with respect to such preference actions as the Noteholders and the Insurer may be required to pay and then to the holders of the Residual Interests, pro rata in proportion to their Percentage Interests. If it is determined that any such payment is not recoverable, the Insurer shall direct the Indenture Trustee in writing to release all amounts on such Payment Date to withdraw from deposit in the Spread Account on such Payment Date an amount equal to such excess, to the extent holders of funds available thereinthe Residual Interests, pro rata in proportion to their Percentage Interests, upon receipt by the Insurer of both a final order determining that such payments are not recoverable and deposit an opinion of nationally recognized bankruptcy counsel to the effect that such amount into appeal is final and not subject to appeal. For purposes of compliance with this Section 4.04(d), the Note Distribution AccountIndenture Trustee shall be entitled to rely on written instructions from the Insurer. (e) The Seller may at In the event any timeof the holders of the Residual Interests seek to have the amounts remaining on deposit in the Spread Account released to holders of the Residual Interests prior to the expiration of the ninety-one (91) day period specified in Section 4.04(d) above, without consent of then, if (i) amounts payable with respect to the Notes have been fully paid to the Noteholders, sell(ii) the Repayment Amount and all other amounts owing to the Insurer pursuant to the Insurance Agreement and any unreimbursed Insurer Defense Costs have been paid in full, transfer(iii) no case or proceeding described in Sections 7.01(d) or (e) has occurred with respect to the Potential Preference Parties, convey and (iv) either (A) the long term unsecured debt of the Seller and the Servicer is rated "BBB-" or assign better by Standard & Poor's and "Baa3" or better by Moody's, (B) the Insurer shall have received a favorable opinion or opinions, satisfactory in form and substance to the Insurer, from counsel to Onyx, the Seller and the Servicer, to the effect that in the event a case or proceeding described in Sections 7.01(d) or (e) were to occur with respect to the Potential Preference Parties, no payment pursuant to this Agreement or the Insurance Agreement would be recoverable from either the Insurer or the Noteholders, and such other matters as the Insurer may reasonably request, or (C) the Insurer, in its sole discretion, elects to have the remaining amounts on deposit in the Spread Account paid to the holders of the Residual Interests, then, in any manner its rights to and interests such event, all remaining amounts on deposit in distributions from the Spread AccountAccount shall be paid to the holders of the Residual Interests, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfiedpro rata in proportion to their Percentage Interests.

Spread Account. (a) On or prior to the Closing Date, the Seller Indenture Trustee shall establish and maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the Trust, on behalf of the Trust, for the benefit of the Class B Noteholders and the Transferor, a segregated account (the “Spread Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class B Noteholders and the Transferor. Except as otherwise provided in this Section 5.11, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the applicable Spread Account Deposit and in all proceeds thereof. The Spread Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Class B Noteholders and the holder of the Transferor Interest. If at any time the institution holding the Spread Account ceases to be an Eligible Institution, the Servicer shall notify the Indenture Trustee in writing, and the Indenture Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days (or such longer period as to which the Rating Agencies may consent) establish a new Spread Account meeting the conditions specified above with an Eligible Institution and shall transfer any cash or any investments to such new Spread Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Spread Account from time to time in an amount up to the Available Spread Account Amount at such time, for the purposes set forth in this Indenture Supplement, and (ii) on each Transfer Date prior to termination of the Spread Account, make a deposit into the Spread AccountAccount in the amount specified in, and otherwise in accordance with, subsection 5.11(e). (b) Funds on deposit in the Spread Account shall be invested at the written direction of the Servicer by the Indenture Trustee in Eligible Investments. Funds on deposit in the Spread Account on any Transfer Date, after giving effect to any withdrawals from and deposits to the Spread Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Indenture Trustee shall hold such of the Eligible Investments as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit in the State of New York. The Indenture Trustee shall hold such of the Eligible Investments as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (a) such investment property shall at all times be credited to a securities account of the Indenture Trustee, (b) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property credited to such securities account shall be treated as a financial asset, (d) such securities intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other person or entity, (e) such securities intermediary will not agree with any person or entity other than the Indenture Trustee to comply with entitlement orders originated by such other person or entity, (f) such securities accounts and the property credited thereto shall not be subject to any lien, security interest, or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Indenture Trustee), and (g) such agreement shall be governed by the laws of the State of New York. Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. Except as permitted by this subsection 5.11(b), the Indenture Trustee shall not hold Eligible Investments through an agent or a nominee. On each Transfer Date (but subject to subsection 5.11(c)), the Investment Earnings, if any, accrued since the preceding Transfer Date on funds on deposit in the Spread Account shall be paid to the holders of the Transferor Interest by the Indenture Trustee upon written direction of the Servicer. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture Supplement (subject to subsection 5.11(c)), all Investment Earnings shall be deemed not to be available or on deposit; provided that after the maturity of the Series 2009-VFN Notes has been accelerated as a result of an Event of Default, all Investment Earnings shall be added to the balance on deposit in the Spread Account and treated like the rest of the Available Spread Account Amount. (c) If, on any Transfer Date, the aggregate amount of Available Finance Charge Collections and the amount, if any, withdrawn from the Cash Collateral Account available for deposit into the Distribution Account pursuant to subsection 5.10(c), is less than the aggregate amount required to be deposited pursuant to clause 5.4(a)(xii), the Indenture Trustee, at the written direction of the Servicer, shall withdraw from the Spread Account the amount of such deficiency up to the Available Spread Account Amount and, if the Available Spread Account Amount is less than such deficiency, Investment Earnings credited to the Spread Account, and deposit such amount in the Distribution Account for payment to the Class B Noteholders in respect of interest on the Class B Notes. (d) On the earlier of Series Termination Date and the date on which the Note Principal Balance has been paid in full, after applying any funds on deposit in the Spread Account as described in subsection 5.11(c), the Indenture Trustee at the written direction of the Servicer shall withdraw from the Spread Account an amount equal to the lesser of (i) the Class B Principal Balance (after any payments to be made pursuant to subsection 5.4(c) on such date) and (ii) the Available Spread Account Amount and, if the Available Spread Account Amount is not sufficient to reduce the Class B Principal Balance to zero, Investment Earnings credited to the Spread Account up to the amount required to reduce the Class B Principal Balance to zero, and the Indenture Trustee upon the written direction of the Servicer or the Servicer shall deposit such amounts into the Collection Account for distribution to the Class B Noteholders in accordance with subsection 6.2(c). (e) On any day following the occurrence of an Event of Default with respect to Series 2009-VFN and acceleration of the maturity of the Series 2009-VFN Notes pursuant to Section 5.3 of the Indenture, Servicer shall withdraw from the Spread Account an amount equal to the Available Spread Account Amount and Indenture Trustee or Servicer shall deposit such amounts into the Distribution Account for distribution to the Class B Noteholders, the Class A Noteholders and the Class M Noteholders, in that order of priority, in accordance with Section 6.2, to fund any shortfalls in amounts owed to such Noteholders. (f) If on any Transfer Date, after giving effect to all withdrawals from the Spread Account, the Available Spread Account Amount is less than the Required Spread Account Amount then in effect, Available Finance Charge Collections, to the extent available, shall be deposited into the Spread Account pursuant to clause 5.4(a)(xii) up to the amount of the Spread Account Deficiency. (g) If, after giving effect to all deposits to and withdrawals from the Spread Account with respect to any Transfer Date, the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than exceeds the Specified Required Spread Account Balance for such Payment DateAmount, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees acting in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as instructions of the first day of the Collection Period in which such Payment Date occurs is less than the Note BalanceServicer, shall withdraw an amount equal to such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in from the Spread Account for application and distribute such amount to the Transferor. On the date on which the Class B Principal Balance has been paid in accordance with this Agreement. Amounts properly distributed full, after making any payments to the Noteholders required pursuant to this Section 5.7(bsubsections 5.11(c), (d) shall be deemed released from the Trust and the security interest therein granted to (e), the Indenture Trustee, and at the Seller (and such transferees and assignees) written direction of Servicer, shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on all amounts then remaining in the Spread Account and pay such Payment Date an amount equal to such excess, amounts to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent holders of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfiedTransferor Interest.

Spread Account. (a) On or prior to the Closing Date, the Seller Trustee shall deposit establish and maintain a segregated trust account with the applicable Trustee or in the corporate trust department of another Eligible Bank referred to herein as the "Spread Account." The Spread Account Deposit shall be maintained in the name of the Trustee. The Spread Account and any amounts on deposit therein shall be part of the Trust and shall be for the benefit of the Certificateholders and the Insurer, as their respective interests may appear herein; provided, however, that the interest of the Insurer and the Class IC Certificateholder shall be subordinated to the interests of the Class A Certificateholders as provided herein. (b) Funds on deposit in the Spread Account shall be invested in Eligible Investments in the same manner and subject to the same requirements and limitations as the investment of funds in the Certificate Account pursuant to Section 9.01, including the limitation that Eligible Investments mature not later than the Business Day prior to the next succeeding Distribution Date; provided, however, no such limitation on the maturity of Eligible Investments shall apply if the Trust obtains the benefit of a liquidity facility or similar arrangement from a commercial bank with an Approved Rating or other provider approved in advance in writing by the Insurer, with respect to funds in the Spread Account (a "Spread Account Facility") and Standard & Poor's and ▇▇▇▇▇'▇ confirm in writing that the rating of the Certificates will not be lowered or withdrawn as a result of eliminating or modifying the limitation on the maturity of Permitted Investments in respect of the Spread Account. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Agreement, investment earnings on such funds shall be deemed to be available or on deposit only to the extent that the aggregate of such amounts, plus the funds on deposit in the Spread Account, do not exceed the Required Spread Amount. (c) If on any Distribution Date the amount of Available Funds is insufficient to make the distributions required by Sections 9.04(a)(i) through (iii), the Trustee shall withdraw or cause to be withdrawn from the Spread Account and deposited in the Certificate Account the lesser of (i) the entire Available Spread Amount and (ii) the amount necessary to make up such deficiency to pay any deficiency in permitted reimbursements of Outstanding Advances pursuant to Section 9.04(a)(i), the Monthly Servicing Fee, Monthly Interest and Monthly Principal (prior to making any draw on the Policy), all as provided in Sections 9.02 and 9.04 and the Policy. (d) On each Distribution Date, all distributions made pursuant to Section 9.04(a)(vii) shall be deposited into the Spread Account. (be) If the amount on deposit in the Spread Account on any Payment Date (Account, after giving effect to all deposits or withdrawals therefrom on such Payment Datethe distributions set forth in Section 9.04 (including, without limitation, payment of amounts due and owing to the Insurer) is greater than the Specified Required Spread Account Balance for Amount on such Payment Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained Class IC Certificateholder. Amounts properly distributed to the Class IC Certificateholder pursuant to this Section, either directly without deposit in the Spread Account for application or from excess amounts in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) the Spread Account shall be deemed released from the Trust and the from any security interest therein granted to of the Indenture Trustee, and Trustee or the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amountsInsurer. (cf) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) Upon the termination of this Agreement and the TrustTrust pursuant to Section 16.01, any amount amounts remaining on deposit in the Spread Account Account, after payment of any amounts due and owing to the Class A Certificateholders and to the Insurer, shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (Class IC Certificateholder and such transferees and assignees) amounts shall in no event not be required subject to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In claims or rights of the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, Class A Certificateholders to the extent that such action is not inconsistent with Section 6(b)(ii) and Section 9 of funds available therein, and deposit such amount into the Note Distribution AccountAnnex A hereto. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) The Spread Account will be held for the benefit of the Noteholders and the Insurer. On the Closing Date, the Seller shall deposit the applicable Spread Account Deposit into the Spread AccountAccount an amount equal to the Initial Cash Deposit from the proceeds of the sale of the Notes. (b) On each Distribution Date, based solely on the Distribution Date Statement, the Indenture Trustee shall withdraw funds from the Spread Account, to the extent funds are on deposit therein, equal to the amount by which the sum of the amounts set forth in Section 4.03, clauses (i) though (iv) with respect to such Distribution Date exceeds the amount of Net Collections (plus amounts transferred to the Payment Account from the Prefunding Account, representing earnings from investments therein, and amounts transferred to the Payment Account from the Capitalized Interest Account, if any) available with respect to such Distribution Date. The Indenture Trustee shall deposit any such funds withdrawn from the Spread Account into the Payment Account to be distributed pursuant to Section 4.03. Funds shall also be withdrawn from the Spread Account by the Indenture Trustee, as directed by the Insurer to reimburse the Insurer for draws with respect to any Preference Amount. If the amount of cash on deposit in the Spread Account on any Payment Distribution Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment DateDistribution Date other than withdrawals relating to distributions to be made pursuant to this sentence) is greater than exceeds the Specified maximum amount of the cash component of the Spread Account, as specified in the definition of "Spread Account Balance for such Payment DateMaximum" set forth in the Insurance Agreement, the Servicer shall instruct the Indenture Trustee shall, based solely on the Distribution Date Statement, distribute any excess first, to distribute the amount Insurer, to the extent of any amounts owing to the Insurer pursuant to the Insurance Agreement and any unreimbursed Insurer Defense Costs, and second, to the Residual Distribution Account for distribution to holders of the excess Residual Interests pursuant to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect Trust Agreement. Upon any such distributions to all payments made on the Notes on such Payment DateInsurer or the holders of the Residual Interests, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note BalanceNoteholders will have no further rights in, or claims to, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: Amounts held in the Spread Account shall be invested in the manner specified in Section 4.01(c), and such investments shall be made in accordance with written instructions from the Servicer; provided that, if the Indenture Trustee does not receive any such written instructions prior to any date on which an investment decision must be made, the funds held in the Spread Account will remain uninvested. All such investments shall be made in the name of the Indenture Trustee or its nominee and such investments shall not be sold or disposed of prior to their maturity. (id) Ninety-one (91) days following the termination of the Trust pursuant to Section 9.01 of the Trust Agreement, any amounts on deposit in the Spread Account, after payments of amounts due to the Noteholders or the Insurer pursuant to the Insurance Agreement and any unreimbursed Insurer Defense Costs, shall be paid to the holders of the Residual Interests; provided, however, that if an insolvency event of the type described in Section 7.01(d) or (e) with respect to any of the Seller, the Servicer, the Indenture Trustee or the Noteholders (collectively, the "POTENTIAL PREFERENCE PARTIES") shall have occurred during the period ending ninety-one (91) days after payment in full to the Noteholders of all amounts payable with respect to the Notes and the payment in full of the aggregate Outstanding Repayment Amount of then the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining funds on deposit in the Spread Account shall be distributed retained until the date all applicable statute of limitation periods with respect to all applicable preference actions and periods have expired and during which time no preference action or similar proceeding at law or in equity is commenced, at which time, the Insurer shall direct the Indenture Trustee in writing to release all amounts in the Spread Account to the Seller or any transferee or assignee pursuant holders of the Residual Interests, pro rata in proportion to clause percentage portion of the Residual Interest (e)the "PERCENTAGE INTEREST") of each such holder of the Residual Interests. The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that any preference action referred to above is commenced during any applicable statute of limitations period, funds deposited in the First Principal Payment Amount and Spread Account shall be retained until the date on which there is a final determination by a court of competent jurisdiction as to whether any payment or payments made pursuant to this Agreement, the Indenture, the Indemnification Agreement or the Insurance Agreement is recoverable from any of the Insurer or the Noteholders’ Distributable Amount for . If it is so determined that a Payment Date exceeds payment is so recoverable, funds deposited in the amount deposited into the Note Distribution Spread Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct be applied by the Indenture Trustee at the written direction of the Insurer first to pay any and all such claims with respect to such preference actions as the Noteholders and the Insurer may be required to pay and then to the holders of the Residual Interests, pro rata in proportion to their Percentage Interests. If it is determined that any such payment is not recoverable, the Insurer shall direct the Indenture Trustee in writing to release all amounts on such Payment Date to withdraw from deposit in the Spread Account on such Payment Date an amount equal to such excess, to the extent holders of funds available thereinthe Residual Interests, pro rata in proportion to their Percentage Interests, upon receipt by the Insurer of both a final order determining that such payments are not recoverable and deposit an opinion of nationally recognized bankruptcy counsel to the effect that such amount into appeal is final and not subject to appeal. For purposes of compliance with this Section 4.04(d), the Note Distribution AccountIndenture Trustee shall be entitled to rely on written instructions from the Insurer. (e) The Seller may at In the event any timeof the holders of the Residual Interests seek to have the amounts remaining on deposit in the Spread Account released to holders of the Residual Interests prior to the expiration of the ninety-one (91) day period specified in Section 4.04(d) above, without consent of then, if (i) amounts payable with respect to the Notes have been fully paid to the Noteholders, sell(ii) the Repayment Amount and all other amounts owing to the Insurer pursuant to the Insurance Agreement and any unreimbursed Insurer Defense Costs have been paid in full, transfer, convey (iii) no case or assign proceeding described in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.Sections 7.01(d) or

Spread Account. (a) On the Closing Date, the Seller shall deposit the applicable Spread Account Deposit into the Spread Account. (b) If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts[Reserved]. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee Trustee, the Indenture Trustee, the Certificateholders and the Indenture Trustee Asset Representations Reviewer and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller Depositor or any transferee or assignee pursuant to clause (e). The Seller Depositor (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v5.6(b)(v), (vi), (vii), (viii) and (viiiix) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account; provided that amounts released from the Spread Account shall only be used in the manner permitted under §246.4(b)(3)(i) of Regulation RR, as determined solely by the Servicer. (e) The Seller Depositor may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfiedsatisfied and that such sale, transfer, conveyance or assignment is not prohibited by Regulation RR.

Spread Account. (a) On the Closing Date [and on each Subsequent Transfer Date], the Seller shall deposit the applicable Spread Account [Initial] Deposit into the Spread Account. (b) If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller Certificateholders (and its their transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, [the sum of] the Pool Balance [and the Pre-Funded Amount] as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller Certificateholders (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, [the Counterparties,] the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller Certificateholders or any transferee or assignee pursuant to clause (e). The Seller Certificateholders (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) [In the event that the [sum of (x) the] First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date Date[, (y) the Net Swap Payments (including interest on any overdue Net Swap Payments) for a Payment Date, if any, and (z) the Priority Swap Termination Payments payable by the Issuing Entity, if any,] exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account.] (e) [The Seller Certificateholders may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its their rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon[; provided, that the Rating Agency Condition is satisfied].] (f) [To insert additional restrictions on the Spread Account and the use of funds therein as summarized in the Prospectus under “Credit Risk Retention—Eligible Horizontal Cash Reserve Account” if the Spread Account is to serve as an eligible horizontal cash reserve account.]

Spread Account. (a) The Spread Account will be held for the benefit of the Noteholders and the Insurer. On the Closing Date, the Seller shall deposit the applicable Spread Account Deposit into the Spread AccountAccount an amount equal to the Initial Cash Deposit from the proceeds of the sale of the Notes. (b) On each Distribution Date, based solely on the Distribution Date Statement, the Indenture Trustee shall withdraw funds from the Spread Account, to the extent funds are on deposit therein, equal to the amount by which the sum of the amounts set forth in Section 4.03, clauses (i) though (iv) and (vii)(b) with respect to such Distribution Date exceeds the amount of Net Collections (plus amounts transferred to the Payment Account from the Prefunding Account, representing earnings from investments therein) available with respect to such Distribution Date. The Indenture Trustee shall deposit any such funds withdrawn from the Spread Account into the Payment Account to be distributed pursuant to Section 4.03. Funds shall also be withdrawn from the Spread Account by the Indenture Trustee, as directed by the Insurer to reimburse the Insurer for draws with respect to any Preference Amount. If the amount of cash on deposit in the Spread Account on any Payment Distribution Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment DateDistribution Date other than withdrawals relating to distributions to be made pursuant to this sentence) is greater than exceeds the Specified “Spread Account Balance for such Payment DateMaximum” set forth in the Insurance Agreement, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); providedshall, that if, after giving effect to all payments made based solely on the Notes on such Payment DateDistribution Date Statement, the Pool Balance distribute any excess as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.follows:

Spread Account. (a) On The Trustee shall establish and maintain a separate trust account (the Closing Date"Spread Account") titled "The Bank of New York, as Trustee, in trust for the Seller shall deposit the applicable registered holders of Banc One ABS Corporation HELOC Asset-Backed Certificates, Series 1998-1 and MBIA." The Spread Account Deposit into shall be an Eligible Account. Amounts on deposit in the Spread Account will, at the direction of the holder of the Transferor Interest, be invested in Eligible Investments maturing no later than the day before the next Distribution Date. All income and gain realized from any investment of funds in the Spread Account shall be for the benefit of the holder of the Transferor Interest and shall be subject to its withdrawal from time to time. The amount of any losses incurred in respect of the principal amount of any such investments shall be deemed not to be on deposit in the Spread Account. (b) If On each Determination Date the Trustee shall determine (i) the extent to which Investor Interest Collections and Reallocated Investor Principal Collections applied in the order specified in Section 5.01(a) are insufficient to make distributions as provided in clauses (i) and (ii) of Section 5.01(a) or Investor Interest Collections applied in the order specified in Section 5.01(a) are insufficient to make distributions as provided in clauses (i), (ii) and (iii) of Section 5.01(a) and (ii) with respect to the Distribution Date in January 2020, the Guaranteed Principal Distribution Amount for the related Distribution Date. On each Distribution Date, the Trustee shall withdraw from the Spread Account and deposit into the Collection Account the lesser of the amount on deposit in the Spread Account and an amount equal to the sum of the amounts, if any, determined in clauses (i) and (ii) of the preceding sentence. In addition, on any Payment each Distribution Date the Trustee shall withdraw the amount, if any, on deposit in the Spread Account (after giving effect to all deposits or thereto and withdrawals therefrom on such Payment Distribution Date) is greater than in excess of the Specified Required Spread Account Balance for Amount and shall deposit such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees funds in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amountsAccount. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) Following the termination of the TrustTrust pursuant to Section 10.01 or 11.02 hereof, any amount remaining the Trustee shall withdraw all amounts then on deposit in the Spread Account shall be distributed and distribute such amounts, first to any amounts due and owing to the Seller or Credit Enhancer, and then to the holder of the Transferor Interest. If on any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Distribution Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from deposit in the Spread Account on exceeds the Required Spread Account Amount, the Trustee shall withdraw such Payment Date an amount equal to such excess, excess and distribute it to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent holder of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfiedTransferor Interest.

Spread Account. (a) On the Closing Date [and on each Subsequent Transfer Date], the Seller shall deposit the applicable Spread Account [Initial] Deposit into the Spread Account. (b) [If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller Certificateholders (and its their transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, [the sum of] the Pool Balance [and the Pre-Funded Amount] as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller Certificateholders (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts.] (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee Trustee, the Indenture Trustee, the Certificateholders[, the Counterparties] and the Indenture Trustee Asset Representations Reviewer and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller Depositor or any transferee or assignee pursuant to clause (e). The Seller Depositor (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) [In the event that [the sum of (x)] [the First Principal Payment Amount and and] the Noteholders’ Distributable Amount for a Payment Date Date[, (y) the Net Swap Payments (including interest on any overdue Net Swap Payments) for a Payment Date, if any, and (z) the Priority Swap Termination Payments payable by the Issuing Entity, if any,] exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), 5.6(b) [(v), ,] [(vi), ,] [(vii) and ),] [(viii) ),] and [(x)] on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account; provided that amounts released from the Spread Account shall only be used in the manner permitted under §246.4(b)(3)(i) of Regulation RR, as determined solely by the Servicer.] (e) [The Seller Depositor may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon[; provided, that the Rating Agency Condition is satisfied] and that such sale, transfer, conveyance or assignment is not prohibited by Regulation RR.] (f) [To insert additional restrictions on the Spread Account and the use of funds therein as summarized in the Prospectus under “Credit Risk Retention—Eligible Horizontal Cash Reserve Account” if the Spread Account is to serve as an eligible horizontal cash reserve account.]

Spread Account. (a) The Spread Account will be held for the benefit of the Noteholders and the Insurer. On or prior to the Closing Date, the Seller Issuer shall deposit or cause to have deposited an amount equal to the applicable Spread Account Deposit 1.00% of the Original Pool Balance into the Spread Account. (b) If Account from the net proceeds of the sale of the Notes. Thereafter, with respect to any Determination Date after the Closing Date, the amount required to be on deposit in the Spread Account on shall equal the Requisite Amount. (b) In the event that the Servicer's Certificate with respect to any Payment Determination Date (after giving effect to all deposits or withdrawals therefrom on such other than the Determination Date preceding the Final Scheduled Payment Date) shall state that the Available Funds with respect to such Determination Date is greater less than the Specified Spread Account Balance for sum of the amounts payable on the related Payment Date pursuant to clauses (i) through (iv) and (vi) (and, at the option of the Insurer in its sole discretion, clause (v)) of Section 5.7(a) (such deficiency being a "Deficiency Claim Amount") then on the Deficiency Claim ----------------------- Date immediately preceding such Payment Date, the Servicer shall instruct deliver to the Indenture Trustee, the Owner Trustee and the Insurer, by hand delivery, telex or facsimile transmission, a written notice in substantially the form of Exhibit B attached hereto (a "Deficiency Notice") specifying the Deficiency Claim Amount for such ----------------- Payment Date. Such Deficiency Notice shall direct the Trustee to distribute remit from the amount of Spread Account such Deficiency Claim Amount for deposit in the excess Collection Account on the related Payment Date. With respect to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on Determination Date next preceding the Notes on such Final Scheduled Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not Deficiency Claim Amount will be distributed to the Seller (or such transferees or assignees) and shall be retained calculated in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this manner described above, except that, the calculation will use clauses (i) through (vi) of Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts5.7(a). (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account Any Deficiency Notice shall be distributed to delivered by 12:00 noon, New York City time, on the Seller or any transferee or assignee pursuant to clause (e)Deficiency Claim Date. The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this a Deficiency Notice shall be deposited by the Trustee into the Collection Account pursuant to Section 5.7(c)5.6. (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant With respect to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excessProperty, the Trust Collateral Agent agrees that, subject at all times to the extent terms of funds available thereinthe Securities Account Control Agreement: (i) Any Spread Account Property that is held in deposit accounts shall be held solely in the name of the Trust Collateral Agent, with the Trust Collateral Agent. The Spread Account shall be subject to the exclusive custody and control of the Trust Collateral Agent, and deposit such amount into the Note Distribution AccountTrust Collateral Agent shall have sole signatory authority with respect thereto. (eii) The Seller may at any timeAny Spread Account Property that constitutes Physical Property shall be delivered to the Trust Collateral Agent, without consent in accordance with paragraph (a) of the Noteholdersdefinition of "Delivery" in Section 1.1 and shall be held, sell-------- pending maturity or disposition, transfersolely by the Trust Collateral Agent, convey or assign a securities intermediary, as such term is defined in any manner Section 8-102(a)(14) of the UCC, acting solely for the Trust Collateral Agent. (iii) Any Spread Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of "Delivery" in Section 1.1 and shall be maintained by the Trust -------- Collateral Agent, pending maturity or disposition, through continued book-entry registration of such Spread Account Property as described in such paragraph. (iv) Any Spread Account Property that is an "uncertificated -------------- security" under Article 8 of the UCC and that is not governed by clause (iii) -------- above shall be delivered to the Trust Collateral Agent, in accordance with paragraph (c) of the definition of "Delivery" in Section 1.1 and shall be -------- maintained by the Trust Collateral Agent, pending maturity or disposition through continued registration of the Trust Collateral Agent's or its rights to and interests securities intermediary's (or its custodian's or its nominee's) ownership of such security, in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfiedits capacity as Trust Collateral Agent.

Spread Account. (ai) On or prior to the Closing 1990 Trust Termination Date, the Seller Master Trust Trustee, for the benefit of the Series 1997-1 Certificateholders, shall cause to be established and maintained in the name of the Master Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1997-1 Certificateholders (the "Spread Account"). The Master Trust Trustee shall possess all right, title and interest in all funds on deposit from time to time in the applicable Spread Account Deposit into and in all proceeds thereof. Pursuant to authority granted to it pursuant to Section 3.01(b) of the Agreement, the Servicer shall have the revocable power to instruct the Master Trust Trustee to withdraw funds from the Spread Account for the purpose of carrying out the duties of the Servicer under this Series Supplement and the Agreement. The Servicer at all times shall maintain accurate records reflecting each transaction in the Spread Account. As of the 1990 Trust Termination Date, the Servicer shall cause to be deposited in the Spread Account an amount equal to the lesser of (A) the Projected Spread as of the immediately preceding Transfer Date and (B) the amount of funds on deposit in the 1990 Trust Spread Account multiplied by a fraction, the numerator of which is the Projected Spread as of the immediately preceding Transfer Date, and the denominator of which is the projected spreads as of the immediately preceding Transfer Date for all outstanding Series which have spread accounts. (bii) If the amount Funds on deposit in the Spread Account on any Payment Date (after giving effect to overnight or for a longer period shall at all deposits or withdrawals therefrom on such Payment Date) is greater than times be invested in Eligible Investments at the Specified Spread Account Balance for such Payment Date, direction of the Servicer or its agent, subject to the restrictions set forth in the Agreement and subject to the requirement that each such Eligible Investment shall instruct have a stated maturity on or prior to the Indenture Trustee following Transfer Date. Net interest and earnings (less investment expenses) on funds on deposit in the Spread Account, if any, shall be allocated and distributed as provided in Section 4.04. (iii) On any Transfer Date related to distribute a Due Period commencing after the 1990 Trust Termination Date on which the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining funds on deposit in the Spread Account shall be distributed to is greater than the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) Projected Spread on such Payment Transfer Date, the Servicer shall instruct withdraw the Indenture Trustee on amount of such Payment Date to withdraw excess from the Spread Account on and allocate and pay such Payment Date an amount equal to such excess, excess to the extent Seller. On the Transfer Date related to the Due Period which follows the Fully Funded Date, the Servicer shall withdraw the amount of funds available therein, on deposit in the Spread Account and deposit allocate and pay such amount into to the Note Distribution AccountSeller. (eiv) The Seller may at any timeUpon the commencement of and during an Investment Period or an Early Amortization Period, without consent of the NoteholdersMaster Trust Trustee will deposit all funds in the Spread Account into the Liquidity Account, sell, transfer, convey or assign in any manner its rights to and interests in distributions from no additional funds shall be deposited into the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On or prior to the Closing Date, the Seller Indenture Trustee shall establish and maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the Trust, on behalf of the Trust, for the benefit of the Class C Noteholders and the Transferor, a segregated account (the “Spread Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class C Noteholders and the Transferor. Except as otherwise provided in this Section 4.11, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the applicable Spread Account Deposit and in all proceeds thereof. The Spread Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Class C Noteholders and the holder of the Transferor Interest. If at any time the institution holding the Spread Account ceases to be an Eligible Institution, the Servicer shall notify the Indenture Trustee in writing, and the Indenture Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days (or such longer period as to which the Rating Agencies may consent) establish a new Spread Account meeting the conditions specified above with an Eligible Institution and shall transfer any cash or any investments to such new Spread Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Spread Account from time to time in an amount up to the Available Spread Account Amount at such time, for the purposes set forth in this Indenture Supplement, and (ii) on each Transfer Date prior to termination of the Spread Account, make a deposit into the Spread AccountAccount in the amount specified in, and otherwise in accordance with, Section 4.11(f). (b) Funds on deposit in the Spread Account shall be invested at the written direction of the Servicer by the Indenture Trustee in Eligible Investments. Funds on deposit in the Spread Account on any Transfer Date, after giving effect to any withdrawals from and deposits to the Spread Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. On each Transfer Date (but subject to Section 4.11(c)), the Investment Earnings, if any, accrued since the preceding Transfer Date on funds on deposit in the Spread Account shall be retained in the Spread Account (to the extent that the Available Spread Account Amount is less than the Required Spread Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture Supplement (subject to Section 4.11(c)), all Investment Earnings shall be deemed not to be available or on deposit. (c) If, on any Transfer Date, the aggregate amount of Available Finance Charge Collections available for deposit into the Distribution Account pursuant to subsection 4.4(a)(v) is less than the aggregate amount required to be deposited pursuant to subsection 4.4(a)(v), the Indenture Trustee, at the written direction of the Servicer, shall withdraw from the Spread Account the amount of such deficiency up to the Available Spread Account Amount and, if the Available Spread Account Amount is less than such deficiency, Investment Earnings credited to the Spread Account, and deposit such amount in the Distribution Account to fund any deficiency pursuant to subsection 4.4(a)(v). (d) On the earlier of Series 2013-B Final Maturity Date and the date on which the Class A Note Principal Balance, the Class M Note Principal Balance and the Class B Note Principal Balance have been paid in full, after applying any funds on deposit in the Spread Account as described in Section 4.11(c), the Indenture Trustee at the written direction of the Servicer shall withdraw from the Spread Account an amount equal to the lesser of (i) the Class C Note Principal Balance (after any payments to be made pursuant to Section 4.4(c) on such date) and (ii) the Available Spread Account Amount and, if the Available Spread Account Amount is not sufficient to reduce the Class C Note Principal Balance to zero, Investment Earnings credited to the Spread Account up to the amount required to reduce the Class C Note Principal Balance to zero, and the Indenture Trustee upon the written direction of the Servicer or the Servicer shall deposit such amounts into the Distribution Account for distribution to the Class C Noteholders in accordance with Section 5.2(f). (e) On any day following the occurrence of an Event of Default with respect to Series 2013-B and acceleration of the maturity of the Series 2013-B Notes pursuant to Section 5.3 of the Indenture, Servicer shall withdraw from the Spread Account an amount equal to the Available Spread Account Amount and Indenture Trustee or Servicer shall deposit such amounts into the Distribution Account for distribution to the Class C Noteholders, the Class A Noteholders, the Class M Noteholders, the Class B Noteholders and the Class D Noteholders, in that order of priority, in accordance with Section 5.2, to fund any shortfalls in amounts owed to such Noteholders. (f) If on any Transfer Date, after giving effect to all withdrawals from the Spread Account, the Available Spread Account Amount is less than the Required Spread Account Amount then in effect, Available Finance Charge Collections, to the extent available, shall be deposited into the Spread Account pursuant to subsection 4.4(a)(x) up to the amount of the Spread Account Deficiency. (g) If, after giving effect to all deposits to and withdrawals from the Spread Account with respect to any Transfer Date, the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than exceeds the Specified Required Spread Account Balance for such Payment DateAmount, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees acting in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as instructions of the first day of the Collection Period in which such Payment Date occurs is less than the Note BalanceServicer, shall withdraw an amount equal to such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in from the Spread Account for application and distribute such amount to the Transferor. On the date on which the Class C Note Principal Balance has been paid in accordance with this Agreement. Amounts properly distributed full, after making any payments to the Noteholders required pursuant to this Section 5.7(bSections 4.11(c), (d) shall be deemed released from the Trust and the security interest therein granted to (e), the Indenture Trustee, and at the Seller (and such transferees and assignees) written direction of Servicer, shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on all amounts then remaining in the Spread Account and pay such Payment Date an amount equal to such excess, amounts to the extent of funds available therein, and deposit such amount into the Note Distribution AccountTransferor. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On or prior to the Closing Date, the Seller WFSRC2 shall deposit the applicable Spread Account Deposit Initial Amount into the Spread Account. The Spread Account will be held for the benefit of the Securityholders and the Insurer in order to effectuate the subordination of the rights of the Securityholders to the extent described above. (b) If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment On each Calculation Day and Distribution Date, the Master Servicer shall instruct the Indenture Trustee to distribute the amount Excess Spread Amount, (i) first, to the Insurer, to the extent of any Unreimbursed Insurer Amounts, (ii) second, to WFSRC2 until WFSRC2 has received full payment of the excess Spread Account Initial Deposit and (iii) third, on a Calculation Day that is not a Distribution Date, all remaining funds to the Seller (and its transferees and assignees Certificateholders in accordance with their respective interests); provided, that if, after giving effect to all payments made on Certificate Percentage Interests and in the Notes on such Payment case of a Distribution Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Certificate Distribution Account for application distribution to Certificateholders in accordance with this Section 5.02 of the Trust Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted Upon any such distribution to the Indenture TrusteeInsurer, and neither the Seller (and nor the Securityholders will have further rights in, or claims to, such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit Amounts held in the Spread Account shall be distributed to invested in the Seller or any transferee or assignee pursuant to clause (emanner specified in Section 5.01(b). The Seller (, and such transferees investments shall be made in accordance with written instructions from the Master Servicer; provided that, if the Indenture Trustee does not receive any such written instructions prior to any date on which an investment decision must be made, the Indenture Trustee shall invest such amounts held in the Spread Account in Eligible Investments consisting of commercial paper given the highest rating by each Rating Agency at the time of such investment. All such investments shall be made in the name of the Indenture Trustee or its nominee and assignees) such investments shall in no event not be required sold or disposed of prior to refund any amounts properly distributed pursuant to this Section 5.7(c)their maturity. (d) In Upon termination of the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account Issuer pursuant to Sections 5.6(b)(iv)Section 9.01, (v), (vi), (vii) and (viii) any amounts on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest after payments of amounts due to the Securityholders and other investment earnings thereon; providedthe Insurer (if there exists any Unreimbursed Insurer Amounts), that will be distributed first, to WFSRC2 until WFSRC2 has received full repayment of the Rating Agency Condition is satisfiedSpread Account Initial Deposit and second, to the Certificate Distribution Account for distribution to Certificateholders in accordance with the Section 5.02 of the Trust Agreement.

Spread Account. (ai) On The Master Trust Trustee, for the benefit of the Series 2000-VFC Certificateholders, shall cause to be established and maintained in the name of the Master Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2000-VFC Certificateholders (the "Spread Account"). The Master Trust Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Spread Account and in all proceeds thereof. Pursuant to authority granted to it pursuant to Section 3.01(b) of the Agreement, the Servicer shall have the revocable power to instruct the Master Trust Trustee to withdraw funds from the Spread Account for the purpose of carrying out the duties of the Servicer under this Series Supplement and the Agreement. The Servicer at all times shall maintain accurate records reflecting each transaction in the Spread Account. As of the Closing Date, the Seller Servicer shall deposit cause to be deposited in the applicable Spread Account Deposit into an amount equal to the Initial Spread AccountAccount Required Amount. (bii) If the amount Funds on deposit in the Spread Account on any Payment Date (after giving effect to overnight or for a longer period shall at all deposits or withdrawals therefrom on such Payment Date) is greater than times be invested in Eligible Investments at the Specified Spread Account Balance for such Payment Date, direction of the Servicer or its agent, subject to the restrictions set forth in the Agreement and subject to the requirement that each such Eligible Investment shall instruct have a stated maturity on or prior to the Indenture Trustee following Transfer Date. Net interest and earnings (less investment expenses) on funds on deposit in the Spread Account, if any, shall be allocated and distributed as provided in Section 4.04. (iii) On any Transfer Date related to distribute a Due Period on which the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining funds on deposit in the Spread Account shall be distributed to is greater than the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) Projected Spread on such Payment Transfer Date, the Servicer shall instruct withdraw the Indenture Trustee on amount of such Payment Date to withdraw excess from the Spread Account on and allocate and pay such Payment Date an amount equal to such excess, excess to the extent of funds available therein, and deposit such amount into the Note Distribution AccountSeller. (eiv) The Seller may at any timeUpon the commencement of and during an Early Amortization Period, without consent of the NoteholdersMaster Trust Trustee will deposit all funds in the Spread Account into the Liquidity Reserve Account, sell, transfer, convey or assign in any manner its rights to and interests in distributions from no additional funds shall be deposited into the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On or prior to the Closing Date, the Seller WFSRC shall deposit the applicable Spread Account Deposit Initial Amount into the Spread Account. The Spread Account will be held for the benefit of the Securityholders and the Insurer in order to effectuate the subordination of the rights of the Securityholders to the extent described above. (b) If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment On each Calculation Day and Distribution Date, the Master Servicer shall instruct the Indenture Trustee to distribute the amount Excess Spread Amount, (i) first, to the Insurer, to the extent of any Unreimbursed Insurer Amounts, (ii) second, to WFSRC until WFSRC has received full payment of the excess Spread Account Initial Deposit and (iii) third, on a Calculation Day that is not a Distribution Date, all remaining funds to the Seller (and its transferees and assignees Certificateholders in accordance with their respective interests); provided, that if, after giving effect to all payments made on Certificate Percentage Interests and in the Notes on such Payment case of a Distribution Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Certificate Distribution Account for application distribution to Certificateholders in accordance with this Section 5.02 of the Trust Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted Upon any such distribution to the Indenture TrusteeInsurer, and neither the Seller (and nor the Securityholders will have further rights in, or claims to, such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit Amounts held in the Spread Account shall be distributed to invested in the Seller or any transferee or assignee pursuant to clause (emanner specified in Section 5.01(b). The Seller (, and such transferees investments shall be made in accordance with written instructions from the Master Servicer; provided that, if the Indenture Trustee does not receive any such written instructions prior to any date on which an investment decision must be made, the Indenture Trustee shall invest such amounts held in the Spread Account in Eligible Investments consisting of commercial paper given the highest rating by each Rating Agency at the time of such investment. All such investments shall be made in the name of the Indenture Trustee or its nominee and assignees) such investments shall in no event not be required sold or disposed of prior to refund any amounts properly distributed pursuant to this Section 5.7(c)their maturity. (d) In Upon termination of the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account Issuer pursuant to Sections 5.6(b)(iv)Section 9.01, (v), (vi), (vii) and (viii) any amounts on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest after payments of amounts due to the Securityholders and other investment earnings thereon; providedthe Insurer (if there exists any Unreimbursed Insurer Amounts), that will be distributed first, to WFSRC until WFSRC has received full repayment of the Rating Agency Condition is satisfiedSpread Account Initial Deposit and second, to the Certificate Distribution Account for distribution to Certificateholders in accordance with the Section 5.02 of the Trust Agreement.

Spread Account. (a) On or prior to the Closing Date, the Indenture Trustee shall establish and maintain a segregated trust account with the Indenture Trustee or in the corporate trust department of another Eligible Bank referred to herein as the "Spread Account." The Spread Account shall be maintained in the name of the Indenture Trustee. The Spread Account and any amounts on deposit therein shall be part of the Pledged Assets and shall be for the benefit of the Secured Parties, as their respective interests may appear herein; provided, however, that the interest of the Insurer therein shall be subordinated to the interests of the Noteholders as provided herein. On the Closing Date, the Seller UAC Securitization Corporation shall deposit 0.50% of the applicable Spread Account Deposit into Original Pool Balance, or $2,671,471.08, in the Spread Account. (b) If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining Funds on deposit in the Spread Account shall be distributed invested in Eligible Investments in the same manner and subject to the Seller or any transferee or assignee same requirements and limitations as the investment of funds in the Collection Account pursuant to clause Section 9.01, including the limitation that Eligible Investments mature not later than the Business Day prior to the next succeeding Payment Date; provided, however, that no such limitation on the maturity of Eligible Investments shall apply if the Indenture Trustee obtains the benefit of a liquidity facility or similar arrangement from a commercial bank with an Approved Rating or other provider approved in advance in writing by the Insurer and the Administrative Agent, with respect to funds in the Spread Account (e)a "Spread Account Facility") and Standard & Poor's and Moody's confirm in writing that the rating of the Notes will not be lowered or withdrawn as a result of eliminating or modifying the limitation on the maturity of Eligible Investments in respect of the Spread Account. The Seller (and For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture, investment earnings on such transferees and assignees) funds shall be deemed to be available or on deposit only to the extent that the aggregate of such amounts, plus the funds on deposit in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c)such Spread Account, do not exceed the Required Spread Amount. (dc) In the event that the First Principal (i ) If on any Payment Amount and the Noteholders’ Distributable Amount for Date (other than a Payment Date exceeds after an Event of Default shall have occurred and be continuing) the amount deposited into of Available Funds is insufficient to make the Note Distribution Account pursuant to distributions required by Sections 5.6(b)(iv), (v), (vi), 9.04(a)(i) through (vii) and (viii) on such Payment Dateafter consideration of the adjustment provided in Section 9.04(b)(i)), the Servicer shall instruct the Indenture Trustee on such Payment Date shall withdraw or cause to withdraw be withdrawn from the Spread Account and deposited in the Collection Account the lesser of (x) the entire Available Spread Amount and (y) the amount necessary to make up such deficiency to pay any deficiency in permitted reimbursements of Outstanding Advances pursuant to Section 9.04(a)(i), the Monthly Servicing Fee, Monthly Interest and Monthly Principal (prior to making any draw on such Payment Date an amount equal to such excessthe Policy), to all as provided in Sections 9.02 and 9.04 and the extent of funds available therein, and deposit such amount into the Note Distribution AccountPolicy. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On the Closing Date and on each Subsequent Transfer Date, the Seller shall deposit the applicable Spread Account Initial Deposit into the Spread Account. (b) If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the sum of the Pool Balance and the Pre-Funded Amount as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viiivii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On the Closing Date, the Seller shall deposit the applicable The Spread Account Deposit into will be held for the Spread Accountbenefit of the Securityholders and the Insurer in order to effectuate the subordination of the rights of the Securityholders to the extent described above. (b) On each Distribution Date, based solely on the Distribution Date Statement, the Indenture Trustee shall withdraw funds from the Spread Account, to the extent funds are on deposit therein, equal to the amount by which the sum of the amounts set forth in Section 4.03(a), clauses (i) though (v) and (vii) with respect to such Distribution Date exceeds the amount of Net Collections available with respect to such Distribution Date. The Indenture Trustee shall deposit any such funds withdrawn from the Spread Account into the Payment Account to be distributed pursuant to Section 4.03(a). Funds shall also be withdrawn from the Spread Account by the Indenture Trustee, as directed by the Insurer to reimburse the Insurer for draws with respect to any Preference Amount. If the amount of cash on deposit in the Spread Account on any Payment Distribution Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment DateDistribution Date other than withdrawals relating to distributions to be made pursuant to this sentence) is greater than exceeds the Specified maximum amount of the cash component of the Spread Account, as specified in the definition of "Spread Account Balance for such Payment DateMaximum" -52- 57 set forth in the Insurance Agreement, the Servicer shall instruct the Indenture Trustee shall, based solely on the Distribution Date Statement, distribute any excess first, to distribute the amount Insurer, to the extent of any amounts owing to the Insurer pursuant to the Insurance Agreement, and second, to the Certificate Distribution Account for distribution to holders of the excess Residual Interests. Upon any such distributions to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on Insurer or the Notes on such Payment Dateholders of the Residual Interests, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note BalanceSecurityholders will have no further rights in, or claims to, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: Amounts held in the Spread Account shall be invested in the manner specified in Section 4.01(c), and such investments shall be made in accordance with written instructions from the Servicer; provided that, if the Indenture Trustee does not receive any such written instructions prior to any date on which an investment decision must be made, the funds held in the Spread Account will remain uninvested. All such investments shall be made in the name of the Indenture Trustee or its nominee and such investments shall not be sold or disposed of prior to their maturity. (id) Ninety-one (91) days following the termination of the Trust pursuant to Section 9.01 of the Trust Agreement, any amounts on deposit in the Spread Account, after payments of amounts due to the Securityholders or the Insurer pursuant to the Insurance Agreement, shall be paid to the holders of the Residual Interests; provided, however, that if an insolvency event of the type described in Section 7.01(d) or (e) with respect to any of the Seller, the Servicer, the Indenture Trustee or the Securityholders (collectively, the "POTENTIAL PREFERENCE PARTIES") shall have occurred during the period ending ninety-one (91) days after payment in full to the Securityholders of all amounts payable with respect to the Securities and the payment in full of the aggregate Outstanding Repayment Amount of then the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining funds on deposit in the Spread Account shall be distributed retained until the date all applicable statute of limitation periods with respect to all applicable preference actions and periods have expired and during which time no preference action or similar proceeding at law or in equity is commenced, at which time, the Insurer shall direct the Indenture Trustee in writing to release all amounts in the Spread Account to the Seller or any transferee or assignee pursuant holders of the Residual Interests, pro rata in proportion to clause percentage portion of the Residual Interest (e)the "PERCENTAGE INTEREST") of each such holder of the Residual Interests. The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that any preference action referred to above is commenced during any applicable statute of limitations period, funds deposited in the First Principal Payment Amount and Spread Account shall be retained until the Noteholders’ Distributable Amount for date on which there is a Payment Date exceeds the amount deposited into the Note Distribution Account final determination by a court of competent jurisdiction as to whether any payment or payments made pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Datethis Agreement, the Servicer Indenture, the Indemnification Agreement or the Insurance Agreement is recoverable from any of the Insurer, the Noteholders or the Certificateholders. If it is so determined that a payment is so recoverable, funds deposited in the Spread Account shall instruct be applied by the Indenture Trustee at the written direction of the Insurer first to pay any and all such claims with respect to such preference actions as the Securityholders and the Insurer may be required to pay and then to the holders of the Residual Interests, pro rata in proportion to their Percentage Interests. If it is determined that any such payment is not recoverable, the Insurer shall direct the Indenture Trustee in writing to release all amounts on such Payment Date to withdraw from deposit in the Spread Account on such Payment Date an amount equal to such excess, to the extent holders of funds available thereinthe Residual Interests, pro rata in proportion to their Percentage Interests, upon receipt by the Insurer of both a final order determining that such payments are not recoverable and deposit an opinion of nationally recognized bankruptcy counsel to the effect that such amount into appeal is final and not subject to appeal. For purposes of compliance with this Section 4.04(d), the Note Distribution AccountIndenture Trustee shall be entitled to rely on written instructions from the Insurer. (e) The Seller may at In the event any time, without consent of the Noteholdersholders of the Residual Interests seek to have the amounts remaining on deposit in the Spread Account released to holders of the Residual Interests prior to the expiration of the ninety-one (91) day period specified in Section 4.04(d) above, sellthen, transferif (i) amounts payable with respect to the Notes and the Certificates have been fully paid to the Noteholders and the Certificateholders, convey respectively, (ii) the Repayment Amount and all other amounts owing to the Insurer pursuant to the Insurance Agreement have been paid in full, (iii) no case or assign proceeding described in Sections 7.01(d) or (e) has occurred with respect to the Potential Preference Parties, and (iv) either (A) the long term unsecured debt of the Seller and the Servicer is rated BBB- or better by Standard & Poor's and Baa3 or better by Moody's, (B) the Insurer shall have received a favorable opinion or opinions, satisfactory in form and substance to the Insurer, from counsel to Onyx, the Seller and the Servicer, to the effect that in the event a case or proceeding described in Sections 7.01(d) or (e) were to occur with respect to the Potential Preference Parties, no payment pursuant to this Agreement or the Insurance Agreement would be recoverable from either the Insurer or the Securityholders, and such other matters as the Insurer may reasonably request, or (C) the Insurer, in its sole discretion, elects to have the remaining amounts on deposit in the Spread Account paid to the holders of the Residual Interests, then, in any manner its rights to and interests such event, all remaining amounts on deposit in distributions from the Spread AccountAccount shall be paid to the holders of the Residual Interests, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfiedpro rata in proportion to their Percentage Interests.

Spread Account. (ai) On The Receivables Trustee shall establish and maintain with a Qualified Institution, in the Closing Datename of the Receivables Trustee, for the Seller benefit of the Series 02-1 Investor Beneficiary and the Transferor Beneficiary by way of separate trust, an Eligible Deposit Account with such Qualified Institution (the "SPREAD ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held on trust for the benefit of the Class C Beneficiary and the Transferor Beneficiary. (ii) The Receivables Trustee, as trustee of the Receivables Trust, shall possess all legal right, title and interest in all funds on deposit from time to time in the applicable Spread Account Deposit into and in all proceeds thereof. The Spread Account shall be a Trust Account for the purposes of the Trust and Cash Management Agreement and all amounts deposited therein shall be regarded as being segregated for the benefit of Series 02-1 and allocated to the beneficial entitlement of (A) the Series 02-1 Investor Beneficiary in respect of Class C to the extent of amounts deposited in the Spread Account pursuant to Clause 5.19(a)(iv)(A) and investment earnings credited pursuant to Clause 5.19(b)(iv)(A) less the aggregate of that portion of all Total Withdrawal Amounts withdrawn from time to time pursuant to Clause 5.19(a)(iv)(B)(1) which utilised amounts will be allocated to the beneficial entitlement of the Series 02-1 Investor Beneficiary in respect of Class C; and (B) the Transferor Beneficiary to the extent of investment earnings on amounts deposited in the Spread Account as calculated pursuant to Clause 5.19(b)(iv)(B). (iii) If at any time the institution holding the Spread Account ceases to be a Qualified Institution the Trust Cash Manager shall notify the Receivables Trustee, and the Receivables Trustee upon being notified shall, within 10 Business Days, establish (or direct the Trust Cash Manager to establish) a new Spread Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Spread Account. (biv) If The Receivables Trustee, acting on the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount advice of the excess Trust Cash Manager, shall: (A) on each Transfer Date make the deposit, if any, pursuant to the Seller (and its transferees and assignees in accordance with their respective interests5.15(k); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts.and (cB) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw make withdrawals from the Spread Account on such Payment Date an amount equal from time to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.:

Spread Account. (a) On or prior to the Closing Date, the Seller Indenture Trustee shall establish and maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the Trust, on behalf of the Trust, for the benefit of the Class C Noteholders and the Transferor, a segregated account (the “Spread Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class C Noteholders and the Transferor. Except as otherwise provided in this Section 5.11, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the applicable Spread Account Deposit and in all proceeds thereof. The Spread Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Class C Noteholders and the holder of the Transferor Interest. If at any time the institution holding the Spread Account ceases to be an Eligible Institution, the Servicer shall notify the Indenture Trustee in writing, and the Indenture Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days (or such longer period as to which the Rating Agencies may consent) establish a new Spread Account meeting the conditions specified above with an Eligible Institution and shall transfer any cash or any investments to such new Spread Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Spread Account from time to time in an amount up to the Available Spread Account Amount at such time, for the purposes set forth in this Indenture Supplement, and (ii) on each Transfer Date prior to termination of the Spread Account, make a deposit into the Spread AccountAccount in the amount specified in, and otherwise in accordance with, subsection 5.11(e). (b) Funds on deposit in the Spread Account shall be invested at the written direction of the Servicer by the Indenture Trustee in Eligible Investments. The Servicer shall give a written standing instruction for such investments, and amounts in such account will not be invested if the Servicer fails to give such instructions to the Indenture Trustee. Funds on deposit in the Spread Account on any Transfer Date, after giving effect to any withdrawals from and deposits to the Spread Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. On each Transfer Date (but subject to subsection 5.11(c)), the Investment Earnings, if any, credited to the Spread Account since the preceding Transfer Date shall be paid to the holders of the Transferor Interest by the Indenture Trustee upon written direction of the Servicer. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture Supplement (subject to subsection 5.11(c)), all Investment Earnings shall be deemed not to be available or on deposit; provided that after the maturity of the Series 2009-VFN Notes has been accelerated as a result of an Event of Default, all Investment Earnings credited to the Spread Account shall be added to the balance on deposit in the Spread Account and treated like the rest of the Available Spread Account Amount. (c) If, on any Transfer Date, the aggregate amount of Available Finance Charge Collections and the amount, if any, withdrawn from the Cash Collateral Account available for deposit into the Distribution Account pursuant to subsection 5.10(c), is less than the aggregate amount required to be deposited pursuant to clause 5.4(a)(ix), the Indenture Trustee, at the written direction of the Servicer, shall withdraw from the Spread Account the amount of such deficiency up to the Available Spread Account Amount and, if the Available Spread Account Amount is less than such deficiency, Investment Earnings credited to the Spread Account, and deposit such amount in the Distribution Account for payment to the Class C Noteholders in respect of interest on the Class C Notes. (d) On the earlier of the Series Termination Date and the date on which the Note Principal Balance has been paid in full, after applying any funds on deposit in the Spread Account as described in subsection 5.11(c), the Indenture Trustee at the written direction of the Servicer shall withdraw from the Spread Account an amount equal to the lesser of (i) the Class C Principal Balance (after any payments to be made pursuant to subsection 5.4(c) on such date) and (ii) the Available Spread Account Amount and, if the Available Spread Account Amount is not sufficient to reduce the Class C Principal Balance to zero, Investment Earnings credited to the Spread Account up to the amount required to reduce the Class C Principal Balance to zero, and the Indenture Trustee upon the written direction of the Servicer or the Servicer shall deposit such amounts into the Collection Account for distribution to the Class C Noteholders in accordance with subsection 6.2(d). (e) On any day following the occurrence of an Event of Default with respect to Series 2009-VFN and acceleration of the maturity of the Series 2009-VFN Notes pursuant to Section 5.3 of the Indenture, Servicer shall withdraw from the Spread Account an amount equal to the Available Spread Account Amount and Indenture Trustee or Servicer shall deposit such amounts into the Distribution Account for distribution to the Class C Noteholders, the Class A Noteholders, the Class M Noteholders and the Class B Noteholders, in that order of priority, in accordance with Section 6.2, to fund any shortfalls in amounts owed to such Noteholders. (f) If on any Transfer Date, after giving effect to all withdrawals from the Spread Account, the Available Spread Account Amount is less than the Required Spread Account Amount then in effect, Available Finance Charge Collections, to the extent available, shall be deposited into the Spread Account pursuant to clause 5.4(a)(x) up to the amount of the Spread Account Deficiency. (g) If, after giving effect to all deposits to and withdrawals from the Spread Account with respect to any Transfer Date, the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than exceeds the Specified Required Spread Account Balance for such Payment DateAmount, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees acting in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as instructions of the first day of the Collection Period in which such Payment Date occurs is less than the Note BalanceServicer, shall withdraw an amount equal to such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in from the Spread Account for application and distribute such amount to the Transferor. On the date on which the Class C Principal Balance has been paid in accordance with this Agreement. Amounts properly distributed full, after making any payments to the Noteholders required pursuant to this Section 5.7(bsubsections 5.11(c), (d) shall be deemed released from the Trust and the security interest therein granted to (e), the Indenture Trustee, and at the Seller (and such transferees and assignees) written direction of Servicer, shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on all amounts then remaining in the Spread Account and pay such Payment Date an amount equal to such excess, amounts to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent holders of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfiedTransferor Interest.

Spread Account. (a) On or prior to the Closing Date, the Seller WFSRC3 shall deposit the applicable Spread Account Deposit Initial Amount into the Spread Account. The Spread Account will be held for the benefit of the Securityholders in order to effectuate the subordination of the rights of the Securityholders to the extent described above. (b) On each Distribution Date, the Master Servicer shall instruct the Indenture Trustee to withdraw the Spread Account Balance from the Spread Account and distribute such amount as part of Available Funds in accordance with Section 5.05(a). (c) If any Class of Notes has not been paid in full on any Distribution Date on and after its Final Scheduled Distribution Date (after giving effect to the distribution of Available Funds on such Distribution Date), the Master Servicer shall instruct the Indenture Trustee to distribute from amounts on deposit in the Spread Account to the Holders of that Class of Notes, an amount equal to the lesser of (i) the amount on deposit in the Spread Account on any Payment Date and (after giving effect to all deposits or withdrawals therefrom on such Payment Dateii) is greater than the Specified Spread Account Balance for such Payment Outstanding Amount of that Class of Notes. On each Distribution Date, the Master Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that ifExcess Spread Amount, after giving effect to all payments made on the Notes on such Payment Datedistribution described in the preceding sentence, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balancefirst, such excess shall not be distributed to the Seller (or such transferees or assignees) Trustees for all fees and shall be retained in expenses due to each of them and not previously paid, second, to WFSRC3 until WFSRC3 has received full payment of the Spread Account Initial Deposit and third, all remaining funds to the Certificate Distribution Account for application distribution to Certificateholders in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from 5.02 of the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amountsAgreement. (cd) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit Amounts held in the Spread Account shall be distributed to invested in the Seller or any transferee or assignee pursuant to clause (emanner specified in Section 5.01(b). The Seller (, and such transferees and assignees) investments shall be made in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In accordance with written instructions from the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv)Master Servicer; provided that, (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct if the Indenture Trustee does not receive any such written instructions prior to any date on which an investment decision must be made, the Indenture Trustee shall invest such Payment Date to withdraw from amounts held in the Spread Account on in Eligible Investments consisting of commercial paper given the highest rating by each Rating Agency at the time of such Payment Date an amount equal investment. All such investments shall be made in the name of the Indenture Trustee or its nominee and such investments shall not be sold or disposed of prior to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Accounttheir maturity. (e) The Seller may at any time, without consent Upon termination of the NoteholdersIssuer pursuant to Section 9.01, sell, transfer, convey or assign any amounts on deposit in any manner its rights to and interests in distributions from the Secondary Spread Account, including interest after payments of amounts due to the Securityholders, will be distributed first, to the Swap Counterparty in respect of any Subordinate Swap Termination Payments and other investment earnings thereon; providedamounts payable by the Issuer to the Swap Counterparty under the Interest Rate Swap Agreement and not previously paid, that second, to WFSRC3 until WFSRC3 has received full repayment of the Rating Agency Condition is satisfiedSpread Account Initial Deposit and third, to the Certificate Distribution Account for distribution to Certificateholders in accordance with the Section 5.02 of the Trust Agreement.

Spread Account. (a) On or prior to the Closing Date, the Indenture Trustee shall establish and maintain a segregated trust account with the Indenture Trustee or in the corporate trust department of another Eligible Bank referred to herein as the "Spread Account." The Spread Account shall be maintained in the name of the Indenture Trustee. The Spread Account and any amounts on deposit therein shall be part of the Pledged Assets and shall be for the benefit of the Secured Parties, as their respective interests may appear herein; provided, however, that the interest of the Insurer therein shall be subordinated to the interests of the Noteholders as provided herein. On the Closing Date, the Seller UAC Securitization Corporation shall deposit the applicable Initial Spread Account Amount and the Pre-Funding Reserve Deposit Amount in the Spread Account. (b) Funds on deposit in the Spread Account shall be invested in Eligible Investments in the same manner and subject to the same requirements and limitations as the investment of funds in the Collection Account pursuant to Section 9.01, including the limitation that Eligible Investments mature not later than the Business Day prior to the next succeeding Payment Date; provided, however, that no such limitation on the maturity of Eligible Investments shall apply if the Indenture Trustee obtains the benefit of a liquidity facility or similar arrangement from a commercial bank with an Approved Rating or other provider approved in advance in writing by the Insurer and the Administrative Agent, with respect to funds in the Spread Account (a "Spread Account Facility") and Standard & Poor's and Moody's confirm in writing that the rating of the Notes will not be ▇▇▇▇▇▇d or withdrawn as a result of eliminating or modifying the limitation on the maturity of Eligible Investments in respect of the Spread Account. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture, investment earnings on such funds shall be deemed to be available or on deposit only to the extent that the aggregate of such amounts, plus the funds on deposit in such Spread Account, do not exceed the Required Spread Amount. (i) If on any Payment Date (other than a Payment Date after an Event of Default shall have occurred and be continuing) the amount of Available Funds is insufficient to make the distributions required by Sections 9.04(a)(i) through (vii), the Indenture Trustee shall withdraw or cause to be withdrawn from the Spread Account and deposited in the Collection Account the lesser of (x) the entire Available Spread Amount and (y) the amount necessary to make up such deficiency to pay any deficiency, as provided in Sections 9.02 and 9.04 and the Policy. (ii) Alternatively, if on any Payment Date after an Event of Default the amount of Available Funds is insufficient to make the distributions required by Sections 5.06(a)(i) through (vii), but excluding any distributions required by Section 5.06(a)(ii), the Indenture Trustee shall withdraw or cause to be withdrawn from the Spread Account and deposited in the Collection Account the lesser of (x) the entire Available Spread Amount and (y) the amount necessary to make up such deficiency, as provided in Sections 5.06 and 9.02 and the Policy. (d) On each Payment Date, all distributions made pursuant to Sections 9.04(a)(x) or 5.06(a)(ix), as applicable, shall be deposited into the Spread Account. (be) If the amount on deposit in the Spread Account on any Payment Date (Account, after giving effect to all deposits or withdrawals therefrom on such Payment Datethe distributions set forth in Section 9.04 (including, without limitation, payment of amounts due and owing to the Insurer) is greater than the Specified Required Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes Amount on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not first be distributed applied to pay any current and past due Insurance Premiums or any amounts owing to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed Insurer pursuant to this Section 5.7(b) shall be deemed released from the Trust Insurance Agreement including, without limitation, reimbursement, indemnities, fees and the security expenses, Insurer Defense Costs, plus accrued interest therein granted thereon, and after payment of such amounts to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the TrustInsurer, any amount amounts remaining on deposit in the Spread Account shall be distributed by the Indenture Trustee to the Seller Owner Trustee, or any transferee or assignee pursuant as the Owner Trustee shall direct in writing in accordance with the Trust Agreement to clause (e)the Certificateholder. The Seller (and such transferees and assignees) shall in no event be required to refund any amounts Amounts properly distributed to the Owner Trustee or Certificateholder pursuant to this Section 5.7(c). (d) In Section, either directly without deposit in the event that Spread Account or from excess amounts in the First Principal Payment Amount and Spread Account shall be deemed released from the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct security interest of the Indenture Trustee on such Payment Date to withdraw from behalf of the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution AccountSecured Parties. (ef) The Seller may at any time, without consent Servicer is permitted to purchase the Receivables from the Issuer when the Note Balances have been reduced to 10% or less of the NoteholdersInitial Note Balances pursuant to Section 16.02 of the Trust Agreement. Upon discharge and satisfaction of this Indenture pursuant to Section 4.01, sell, transfer, convey or assign amounts remaining in any manner its rights to and interests in distributions from the Spread Account, including interest after payment of any amounts due and other investment earnings thereon; providedowing to the Noteholders and to the Insurer, that shall be distributed by the Rating Agency Condition is satisfiedIndenture Trustee to the Owner Trustee, or as the Owner Trustee shall direct in accordance with the Trust Agreement to the Certificateholder, and such amounts shall not be subject to any claims or rights of any Noteholder.

Spread Account. (a) On or prior to the Closing Date, the Seller Owner Trustee, on behalf of the Seller, shall deposit the applicable Spread Account Initial Deposit into the Spread AccountAccount from the net proceeds of the sale of the Notes. The Spread Account will be held for the benefit of the Securityholders and the Insurer in order to effectuate the subordination of the rights of the Securityholders to the extent described above. (b) If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment On each Calculation Day and Distribution Date, the Master Servicer shall instruct the Indenture Trustee to distribute the amount of the excess Excess Spread Amount, (i) first, to the Seller Insurer, to the extent of any Unreimbursed Insurer Amounts, (ii) second, to WFAL until WFAL has received an aggregate amount equal to the Spread Account Initial Deposit and its transferees and assignees (iii) third, to the Certificate Distribution Account for distribution to Certificateholders in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as Section 5.02 of the first day of Trust Agreement. Upon any such distribution to the Collection Period in which such Payment Date occurs is less than Insurer, neither Seller, nor the Note BalanceSecurityholders will have further rights in, or claims to, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit Amounts held in the Spread Account shall be distributed to invested in the Seller or any transferee or assignee pursuant to clause (emanner specified in Section 5.01(b). The Seller (, and such transferees investments shall be made in accordance with written instructions from the Master Servicer; provided that, if the Indenture Trustee does not receive any such written instructions prior to any date on which an investment decision must be made, the Indenture Trustee shall invest such amounts held in the Spread Account in Eligible Investments consisting of commercial paper given the highest rating by each Rating Agency at the time of such investment. All such investments shall be made in the name of the Indenture Trustee or its nominee and assignees) such investments shall in no event not be required sold or disposed of prior to refund any amounts properly distributed pursuant to this Section 5.7(c)their maturity. (d) In Upon termination of the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account Trust pursuant to Sections 5.6(b)(iv)Section 9.01, (v), (vi), (vii) and (viii) any amounts on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest after payments of amounts due to the Securityholders or the Insurer (if there exists any Unreimbursed Insurer Amounts), will be distributed first, to WFAL until WFAL has received an aggregate amount equal to the Spread Account Initial Deposit and other investment earnings thereon; providedsecond, that to the Rating Agency Condition is satisfiedCertificate Distribution Account for distribution to Certificateholders in accordance with the Section 5.02 of the Trust Agreement.

Spread Account. (a) On or prior to the Closing Date, the Seller WFSRC3 shall deposit the applicable Spread Account Deposit Initial Amount into the Spread Account. The Spread Account will be held for the benefit of the Securityholders in order to effectuate the subordination of the rights of the Securityholders to the extent described above. (b) If On each Distribution Date, the amount on deposit in Master Servicer shall instruct the Indenture Trustee to withdraw the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than Withdrawal Amount from the Specified Spread Account Balance for and distribute such Payment amount as part of Available Funds in accordance with Section 5.05(a). (c) On each Distribution Date, the Master Servicer shall instruct the Indenture Trustee to distribute the amount Excess Spread Amount, first, to WFSRC3 until WFSRC3 has received full payment of the excess Spread Account Initial Deposit and second, all remaining funds to the Seller (and its transferees and assignees Certificate Distribution Account for distribution to Certificateholders in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as Section 5.02 of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Trust Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (cd) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit Amounts held in the Spread Account shall be distributed to invested in the Seller or any transferee or assignee pursuant to clause (emanner specified in Section 5.01(b). The Seller (, and such transferees and assignees) investments shall be made in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In accordance with written instructions from the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv)Master Servicer; provided that, (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct if the Indenture Trustee does not receive any such written instructions prior to any date on which an investment decision must be made, the Indenture Trustee shall invest such Payment Date to withdraw from amounts held in the Spread Account on in Eligible Investments consisting of commercial paper given the highest rating by each Rating Agency at the time of such Payment Date an amount equal investment. All such investments shall be made in the name of the Indenture Trustee or its nominee and such investments shall not be sold or disposed of prior to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Accounttheir maturity. (e) The Seller may at any time, without consent Upon termination of the NoteholdersIssuer pursuant to Section 3.10 or 9.01, sell, transfer, convey or assign any amounts on deposit in any manner its rights to and interests in distributions from the Spread Account, including interest after payments of amounts due to the Securityholders, will be distributed first, to WFSRC3 until WFSRC3 has received full repayment of the Spread Account Initial Deposit and other investment earnings thereon; providedsecond, that to the Rating Agency Condition is satisfiedCertificate Distribution Account for distribution to Certificateholders in accordance with the Section 5.02 of the Trust Agreement.

Spread Account. (ai) On The Receivables Trustee shall ensure the Closing Dateestablishment and maintenance with a Qualified Institution, in the Seller name of the Receivables Trustee, held on Absolute Bare Trust for the benefit of the Investor Beneficiary, of an Eligible Deposit Account with such Qualified Institution (the "SPREAD ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held on Absolute Bare Trust for the benefit of the Loan Note Issuer. (ii) The Receivables Trustee, as trustee of the segregated bare trust for the sole benefit of the Loan Note Issuer, shall possess all legal right, title and interest in all funds on deposit from time to time in the applicable Spread Account Deposit into and in all proceeds thereof. The Spread Account shall be a Trust Account for the purposes of the Receivables Trust Deed and Trust Cash Management Agreement and all amounts deposited therein shall be regarded as being segregated for the benefit of a particular series as identified on the respective series ledgers in the Spread Account. The Ledger in respect of Series 2005-B shall be identified as the "SERIES 2005-B SPREAD ACCOUNT LEDGER" Amounts credited to the Series 2005-B Spread Account Ledger will be (A) calculated as referable to Class C to the extent of amounts deposited in the Spread Account pursuant to Clause 5.19(a)(iv)(A) and investment earnings credited pursuant to Clause 5.19(b)(iv)(A) less the aggregate of that portion of all Total Withdrawal Amounts withdrawn from time to time pursuant to Clause 5.19(a)(iv)(B)(1) which utilised amounts are calculated as referable to Class C; and (B) calculated as allocable to the Loan Note Issuer in respect of Series 2005-B to the extent of investment earnings on amounts deposited in the Spread Account as calculated pursuant to Clause 5.19(b)(iv)(B). (iii) If at any time the institution holding the Spread Account ceases to be a Qualified Institution the Trust Cash Manager shall notify the Receivables Trustee, and the Receivables Trustee upon being notified shall, within 10 Business Days, establish (or direct the Trust Cash Manager to establish) a new Spread Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Spread Account. (biv) If The Receivables Trustee, acting on the advice of the Trust Cash Manager, shall: (A) on each Transfer Date make the deposit, if any, pursuant to 5.15(i); and (B) make withdrawals from the Series 2005-B Spread Account Ledger from time to time: (1) in priority (aa) on each Transfer Date in the amount up to the Available Spread Account Amount at such time for the purposes set out in Clause 5.15(e), and (bb) on each Transfer Date from and after the Class C Release Date, an amount up to the Available Spread Account Amount equal to the excess, if any, of the Class C Investor Default Amount over the amount of Available Spread applied to meet the Class C Investor Default Amount pursuant to Clause 5.15(f) (the aggregate of (aa) and (bb) constituting the "TOTAL WITHDRAWAL AMOUNT"); and (2) as required by paragraphs (b), (c) and (d) of this Clause 5.19. (v) In the event that, for any Transfer Date, the Total Withdrawal Amount is greater than zero, the Trust Cash Manager shall (A) advise the Receivables Trustee in writing, in substantially the form of Exhibit C to the Schedule to the Series 2005-B Supplement, of such Total Withdrawal Amount on or before 11:30 a.m. on the fifth Business Day prior to the relevant Transfer Date; and (B) deposit the amounts to be withdrawn from the Series 2005-B Spread Account Ledger of the Spread Account as calculated in Clause 5.19(a)(iv)(B)(1)(aa) in the Series 2005-B Finance Charge Collections Ledger (in the Series Collection Account); and (C) deposit the amounts to be withdrawn from the Series 2005-B Spread Account Ledger of the Spread Account as calculated in Clause 5.19(a)(iv)(B)(1)(bb) in the Series 2005-B Loan Note Distribution Account. (vi) The Receivables Trustee at all times shall maintain (or procure the maintenance of) accurate records reflecting each transaction in the Spread Account and in any sub-account or ledger established therein. (i) Funds on deposit in the Spread Account on any Payment Date (after giving effect and credited to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Series 2005-B Spread Account Balance for such Payment DateLedger shall be invested by the Receivables Trustee in Permitted Investments PROVIDED, HOWEVER, that reference in the Servicer definition of Permitted Investments to a rating in the "highest ranking category" shall instruct the Indenture Trustee be modified to distribute the amount require a rating from any one of the excess to the Seller following rating agencies of at least A-2 by Standard & Poor's, P-2 by Moody's or (and its transferees and assignees in accordance with their respective interestsif such investment is rated by Fitch); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amountsF-2 by Fitch. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining Funds on deposit in the Spread Account and credited to the Series 2005-B Spread Account Ledger on any Transfer Date, after giving effect to any withdrawals from the Series 2005-B Spread Account Ledger of the Spread Account on such Transfer Date, shall be distributed invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Seller following Transfer Date. (iii) The Receivables Trustee shall ensure a Qualified Institution maintains, on its behalf, possession of the negotiable instruments or any transferee or assignee securities, if any, evidencing such Permitted Investments made pursuant to clause (eClause 5.19(b)(i). The Seller No Permitted Investment made pursuant to Clause 5.19(b)(i) shall be disposed of prior to its maturity. (iv) On each Transfer Date, all interest and investment earnings (net of losses and investment expenses) earned during the period immediately preceding such Transfer Date on funds credited to the Series 2005-B Spread Account Ledger on deposit in the Spread Account shall: (A) be retained on the Series 2005-B Spread Account Ledger in the Spread Account to the extent that the Available Spread Account Amount is less than the Required Spread Account Amount taking into account any amounts to be credited on that Transfer Date pursuant to Clause 5.19(a)(iv)(A); and (B) to the extent of any amount remaining after the application in (A) above, be withdrawn from the Series 2005-B Spread Account Ledger of the Spread Account and credited to the Series 2005-B Loan Note Issuer Distribution Account for payment to the Receivables Trustee as Additional Consideration for the grant of the Loan Note Issuer's interest in the Receivables Trust (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(cidentified as INVESTMENT PROCEEDS). (dv) Subject to the restrictions set out above, the Trust Cash Manager, or a Person designated in writing by the Trust Cash Manager of which the Receivables Trustee shall have received notification, shall have the authority to advise the Receivables Trustee with respect to the investment of funds on deposit in the Spread Account credited to the Series 2005-B Spread Account Ledger. For purposes of determining the availability of funds or the balances in the Spread Account credited to the Series 2005-B Spread Account Ledger for any reason under the Receivables Trust Deed and Trust Cash Management Agreement as supplemented by the Supplement, all interest and investment earnings on such funds shall be deemed not to be available or on deposit except to the extent specified in Clause 5.19(b)(iv)(A). (c) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Spread Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) Surplus on such Payment any Transfer Date, the Servicer shall instruct the Indenture Trustee on such Payment Date after giving effect to withdraw any deposits to and any withdrawal from the Spread Account from funds credited to the Series 2005-B Spread Account Ledger on such Payment Date Transfer Date, is greater than zero, the Receivables Trustee, acting in on the advice of the Trust Cash Manager, shall withdraw from the Series 2005-B Spread Account Ledger for distribution to the Loan Note Issuer (calculated as referable to Class C), an amount equal to the Spread Account Surplus whereupon such excessamount shall be deposited in the Series 2005-B Loan Note Issuer Distribution Account and credited to the relevant ledger identified for Class C. (d) Upon the earlier to occur of (i) the termination of the Receivables Trust pursuant to Clause 8 of the Receivables Trust Deed and Trust Cash Management Agreement and (ii) the Series 2005-B Termination Date, on such date (to the extent of funds available therein, the calculations in Clause 5.19(b)(iv)(B) and deposit such amount after taking into the Note Distribution Account. (e) The Seller may at any time, without consent account all other deposits and withdrawals in respect of the Noteholders, sell, transfer, convey or assign in any manner its rights Spread Account of funds credited to and interests in distributions the Series 2005-B Spread Account Ledger on such date) from the Spread AccountAccount all amounts on deposit in the Series 2005-B Spread Account Ledger shall be credited to the Series 2005-B Loan Note Issuer Distribution Account for payment to the Receivables Trustee as Additional Consideration in accordance with Clause 3(c) (identified as "Spread ACCOUNT SURPLUS"). To the extent required, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfiedReceivables Trustee shall be authorised to make these transfers on the Loan Note Issuer's behalf.

Spread Account. (a) On the Closing Date [and on each Subsequent Transfer Date], the Seller shall deposit the applicable Spread Account [Initial] Deposit into the Spread Account. (b) [If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller Certificateholders (and its their transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, [the sum of] the Pool Balance [and the Pre-Funded Amount] as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller Certificateholders (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts.] (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Certificateholders, [the Counterparties,] the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller Depositor or any transferee or assignee pursuant to clause (e). The Seller Depositor (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) [In the event that the [sum of (x) the] First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date Date[, (y) the Net Swap Payments (including interest on any overdue Net Swap Payments) for a Payment Date, if any, and (z) the Priority Swap Termination Payments payable by the Issuing Entity, if any,] exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v5.6(b)(v), (vi), (vii), (viii) and (viiiix) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account]; provided that amounts released from the Spread Account shall only be used in the manner permitted under §246.4(b)(3)(i) of Regulation RR, as determined solely by the Servicer. (e) [The Seller Depositor may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon[; provided, that the Rating Agency Condition is satisfied] and that such sale, transfer, conveyance or assignment is not prohibited by Regulation RR.] (f) [To insert additional restrictions on the Spread Account and the use of funds therein as summarized in the Prospectus under “Credit Risk Retention—Eligible Horizontal Cash Reserve Account” if the Spread Account is to serve as an eligible horizontal cash reserve account.]

Spread Account. Section 3.01. Establishment of Spread Account; Initial Deposit into Spread Account; Maintenance of Spread Account. (a) On or prior to the Closing Date, the Collateral Agent shall establish, at its office or at another depository institution or trust company an Eligible Deposit Account, designated, “Spread Account—▇▇▇▇▇ Fargo Bank, National Association, as Collateral Agent for Ambac Assurance Corporation and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee and Trust Collateral Agent Re: AmeriCredit Automobile Receivables Trust 2004-C-A, Class A Asset-Backed Notes Series 2004-C-A” (the “Spread Account”). The Spread Account shall be maintained by the Collateral Agent at all times separate and apart from any other account of AmeriCredit, the Seller, the Servicer or the Issuer. The Spread Account shall be maintained at the same depository institution (which depository institution may be changed from time to time in accordance with this Agreement). If the Spread Account ceases to be an Eligible Deposit Account, the Collateral Agent shall notify the Controlling Party of such fact and shall establish within five Business Days of such determination, in accordance with Section 3.04(a), a successor Spread Account thereto, which shall be an Eligible Deposit Account, at another depository institution acceptable to the Controlling Party. (b) No withdrawals may be made of funds in the Spread Account except as provided in Section 3.03. Except as specifically provided in this Agreement, funds in the Spread Account shall not be commingled with any other moneys. All moneys deposited from time to time in the Spread Account and all investments made with such moneys shall be held by the Collateral Agent as part of the Spread Account Agreement Collateral. (c) On the Closing Date, Issuer shall provide or cause to be provided to the Seller shall Collateral Agent for deposit the applicable Spread Account Deposit into the Spread AccountAccount an amount equal to the Spread Account Initial Deposit. (bd) If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment On each Distribution Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments to be made on the Notes on such Payment related Distribution Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess Collateral Agent shall not cause to be distributed to the Seller (or such transferees or assignees) and shall be retained maintained in the Spread Account for application an amount equal to the Requisite Amount in accordance with this Article V of the Sale and Servicing Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted Any amounts deposited with respect to the Indenture Trustee, and Cash Collateral Deposit shall not be included for the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) purposes of determining whether the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit maintained in the Spread Account shall be distributed to equals the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.Requisite Amount

Spread Account. (a) On The Servicer shall establish and maintain, in the Closing Datename of the Trustee, for the benefit of the Series 2001-2 Class C Holders, with a Qualified Institution a segregated trust account (the "Spread Account"), bearing a -------------- designation clearly indicating that the funds held therein are held for the benefit of the Series 2001-2 Class C Holders. The Spread Account shall initially be established with the Trustee. The Spread Account shall be under the sole dominion and control of the Trustee, which shall possess all right, title and interest in all funds held from time to time in the Spread Account and in all proceeds thereof for the benefit of the Class C Holders. If, at any time, the Seller shall deposit institution holding the applicable Spread Account Deposit into ceases to be a Qualified Institution, the Trustee (or the Servicer on its behalf) shall within five (5) Business Days establish a new Spread Account meeting the conditions specified above with a Qualified Institution and shall transfer any cash and/or any investments to such new Spread Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Spread AccountAccount in the amounts and at the times set forth in this Agreement. All withdrawals from the Spread Account shall be made in the priority set forth below. (b) Funds held in the Spread Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds held in the Spread Account on any Distribution Date, after giving effect to any withdrawals from the Spread Account on such Distribution Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Distribution Date. The Trustee shall maintain, for the benefit of the Series 2001-2 Certificateholders, control of the negotiable instruments or securities, if any, evidencing such Permitted Investments. Such control may be maintained through a Clearing Agency or other securities intermediary, which shall agree with the Trustee that (i) such investment property shall at all times be credited to a securities account of the Trustee, (ii) such securities intermediary shall treat the Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (iii) all property credited to such securities account shall be treated as a financial asset, (iv) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (v) such securities intermediary shall not agree with any person other than the Trustee to comply with entitlement orders originated by such other person, (vi) such securities intermediary waives any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (vii) such agreement shall be governed by the laws of the State of New York. No Permitted Investment shall be disposed of prior to its maturity; provided, however, that the Trustee may sell, liquidate or dispose of any Permitted Investment before its maturity, if so directed by the Servicer, provided the Servicer having reasonably determined that the interest of the Class C Holders may be adversely affected if such Permitted Investment is held to its maturity. The proceeds of any such investments that are sold, liquidated or disposed of shall be invested in such investments that will mature so that funds will be available for withdrawal on or prior to the Distribution Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Class C Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. On each Distribution Date, all interest and earnings (net of losses and investment expenses) on funds held in the Spread Account shall be treated as a portion of Excess Spread for such Distribution Date and applied in accordance with Section 4.8. (c) On each Determination Date, the Servicer shall calculate the sum of (i) the Class C Required Amount, (ii) the amount, if any, by which the Class C Investor Amount will be reduced pursuant to Section 4.7 (without giving effect to this Section 4.12(c)), and (iii) all unreimbursed reductions of the Class C Investor Amount pursuant to Section 4.7 (the "Required Draw Amount"). In the -------------------- event that for any Distribution Date, the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee of such positive Required Draw Amount on the related Determination Date. On the Distribution Date, the Required Draw Amount, if any, up to the Available Spread Account Amount, shall be withdrawn from the Spread Account and distributed to fund the above items. (d) If the amount in the Spread Account on any Distribution Date exceeds the Required Spread Account Amount, after taking into account all amounts deposited in the Spread Account and distributed therefrom on such Distribution Date, such excess, if any, shall be distributed to the Transferor. (e) On the earlier of the Stated Series Termination Date or the Distribution Date on which the Class A Investor Amount and the Class B Investor Amount have been reduced to zero, the Trustee shall withdraw from the Spread Account to pay to the Class C Holders the lesser of (i) the Class C Adjusted Investor Amount plus any other amounts due to the C Class Holders including interest and cumulative unreimbursed Class C Allocable Amounts and (ii) the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Dateand, the Servicer shall instruct the Indenture Trustee to distribute if the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed is not sufficient to cover the Seller or any transferee or assignee pursuant to amounts on clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(ivi), (v)investment earnings, (vi)if any, (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from deposit in the Spread Account on such Payment Date an amount equal to such excess, up to the extent of funds available therein, and deposit amount required to cover such amount into the Note Distribution Accountamounts. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On or prior to the Closing Date, the Indenture Trustee shall establish and maintain a segregated trust account with the Indenture Trustee or in the corporate trust department of another Eligible Bank referred to herein as the "Spread Account." The Spread Account shall be maintained in the name of the Indenture Trustee. The Spread Account and any amounts on deposit therein shall be part of the Pledged Assets and shall be for the benefit of the Secured Parties, as their respective interests may appear herein; provided, however, that the interest of the Insurer therein shall be subordinated to the interests of the Noteholders as provided herein. On the Closing Date, the Seller UAC Securitization Corporation shall deposit the applicable Initial Spread Account Amount and the Pre-Funding Reserve Deposit into Amount in the Spread Account. (b) If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining Funds on deposit in the Spread Account shall be distributed invested in Eligible Investments in the same manner and subject to the Seller or any transferee or assignee same requirements and limitations as the investment of funds in the Collection Account pursuant to clause Section 9.01, including the limitation that Eligible Investments mature not later than the Business Day prior to the next succeeding Payment Date; provided, however, that no such limitation on the maturity of Eligible Investments shall apply if the Indenture Trustee obtains the benefit of a liquidity facility or similar arrangement from a commercial bank with an Approved Rating or other provider approved in advance in writing by the Insurer and the Administrative Agent, with respect to funds in the Spread Account (e)a "Spread Account Facility") and Standard & Poor's and Moody's confirm in writing that the rating of the Notes will not be lowered or withdrawn as a result of eliminating or modifying the limitation on the maturity of Eligible Investments in respect of the Spread Account. The Seller (and For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture, investment earnings on such transferees and assignees) funds shall be deemed to be available or on deposit only to the extent that the aggregate of such amounts, plus the funds on deposit in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c)such Spread Account, do not exceed the Required Spread Amount. (di ) In the event that the First Principal If on any Payment Amount and the Noteholders’ Distributable Amount for Date (other than a Payment Date exceeds after an Event of Default shall have occurred and be continuing) the amount deposited into of Available Funds is insufficient to make the Note Distribution Account pursuant to distributions required by Sections 5.6(b)(iv9.04(a)(i) through (x), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date shall withdraw or cause to withdraw be withdrawn from the Spread Account on and deposited in the Collection Account the lesser of (x) the entire Available Spread Amount and (y) the amount necessary to make up such Payment Date an amount equal deficiency to such excesspay any deficiency, to as provided in Sections 9.02 and 9.04 and the extent of funds available therein, and deposit such amount into the Note Distribution AccountPolicy. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (ai) On The Receivables Trustee shall establish and maintain with a Qualified Institution, in the Closing Datename of the Receivables Trustee, for the Seller benefit of the Series 03-2 Investor Beneficiary and the Transferor Beneficiary by way of separate trust, an Eligible Deposit Account with such Qualified Institution (the "SPREAD ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held on trust for the benefit of the Series 03-2 Investor Beneficiary and the Transferor Beneficiary. (ii) The Receivables Trustee, as trustee of the Receivables Trust, shall possess all legal right, title and interest in all funds on deposit from time to time in the applicable Spread Account Deposit into and in all proceeds thereof. The Spread Account shall be a Trust Account for the purposes of the Trust and Cash Management Agreement and all amounts deposited therein shall be regarded as being segregated for the benefit of Series 03-2 and allocated to the beneficial entitlement of (A) the Series 03-2 Investor Beneficiary to the extent of amounts deposited in the Spread Account pursuant to Clause 5.19(a)(iv)(A) and investment earnings credited pursuant to Clause 5.19(b)(iv)(A) less the aggregate of that portion of all Total Withdrawal Amounts withdrawn from time to time pursuant to Clause 5.19(a)(iv)(B)(1) which utilised amounts will be allocated to the beneficial entitlement of the Series 03-2 Investor Beneficiary; and (B) the Transferor Beneficiary to the extent of investment earnings on amounts deposited in the Spread Account as calculated pursuant to Clause 5.19(b)(iv)(B). (iii) If at any time the institution holding the Spread Account ceases to be a Qualified Institution the Trust Cash Manager shall notify the Receivables Trustee, and the Receivables Trustee upon being notified shall, within 10 Business Days, establish (or direct the Trust Cash Manager to establish) a new Spread Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Spread Account. (biv) If The Receivables Trustee, acting on the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount advice of the excess Trust Cash Manager, shall: (A) on each Transfer Date make the deposit, if any, pursuant to the Seller (and its transferees and assignees in accordance with their respective interests5.15(k); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts.and (cB) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw make withdrawals from the Spread Account on such Payment Date an amount equal from time to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.:

Spread Account. (a) On the Closing Date and on each Subsequent Transfer Date, the Seller shall deposit the applicable Spread Account Initial Deposit into the Spread Account. (b) If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the sum of the Pool Balance and the Pre-Funded Amount as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and sum of (x) the Noteholders’ Distributable Amount for a Payment Date Date, (y) the Net Swap Payment (including interest on any overdue Net Swap Payment) for a Payment Date, if any, and (z) the Swap Termination Payment payable by the Issuing Entity, if any, exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) The Spread Account will be held for the benefit of the Noteholders and the Insurer. On the Closing Date, the Seller shall deposit the applicable Spread Account Deposit into the Spread AccountAccount an amount equal to the Initial Cash Deposit from the proceeds of the sale of the Notes. (b) On each Distribution Date, based solely on the Distribution Date Statement, the Indenture Trustee shall withdraw funds from the Spread Account, to the extent funds are on deposit therein, equal to the amount by which the sum of the amounts set forth in Section 4.03, clauses (i) though (iv) with respect to such Distribution Date exceeds the amount of Net Collections (plus amounts transferred to the Payment Account from the Prefunding Account, representing earnings from investments therein, and amounts transferred to the Payment Account from the Capitalized Interest Account, if any) available with respect to such Distribution Date. The Indenture Trustee shall deposit any such funds withdrawn from the Spread Account into the Payment Account to be distributed pursuant to Section 4.03. Funds shall also be withdrawn from the Spread Account by the Indenture Trustee, as directed by the Insurer to reimburse the Insurer for draws with respect to any Preference Amount. If the amount of cash on deposit in the Spread Account on any Payment Distribution Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment DateDistribution Date other than withdrawals relating to distributions to be made pursuant to this sentence) is greater than exceeds the Specified maximum amount of the cash component of the Spread Account, as specified in the definition of "Spread Account Balance for such Payment DateMaximum" set forth in the Insurance Agreement, the Servicer shall instruct the Indenture Trustee shall, based solely on the Distribution Date Statement, distribute any excess first, to distribute the amount Insurer, to the extent of any amounts owing to the Insurer pursuant to the Insurance Agreement and any unreimbursed Insurer Defense Costs, and second, to the Note Distribution Account for distribution to holders of the excess Residual Interests. Upon any such distributions to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on Insurer or the Notes on such Payment Dateholders of the Residual Interests, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note BalanceNoteholders will have no further rights in, or claims to, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: Amounts held in the Spread Account shall be invested in the manner specified in Section 4.01(c), and such investments shall be made in accordance with written instructions from the Servicer; provided that, if the Indenture Trustee does not receive any such written instructions prior to any date on which an investment decision must be made, the funds held in the Spread Account will remain uninvested. All such investments shall be made in the name of the Indenture Trustee or its nominee and such investments shall not be sold or disposed of prior to their maturity. (id) Ninety-one (91) days following the termination of the Trust pursuant to Section 9.01 of the Trust Agreement, any amounts on deposit in the Spread Account, after payments of amounts due to the Noteholders or the Insurer pursuant to the Insurance Agreement and any unreimbursed Insurer Defense Costs, shall be paid to the holders of the Residual Interests; provided, however, that if an insolvency event of the type described in Section 7.01(d) or (e) with respect to any of the Seller, the Servicer, the Indenture Trustee or the Noteholders (collectively, the "POTENTIAL PREFERENCE PARTIES") shall have occurred during the period ending ninety-one (91) days after payment in full to the Noteholders of all amounts payable with respect to the Notes and the payment in full of the aggregate Outstanding Repayment Amount of then the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining funds on deposit in the Spread Account shall be distributed retained until the date all applicable statute of limitation periods with respect to all applicable preference actions and periods have expired and during which time no preference action or similar proceeding at law or in equity is commenced, at which time, the Insurer shall direct the Indenture Trustee in writing to release all amounts in the Spread Account to the Seller or any transferee or assignee pursuant holders of the Residual Interests, pro rata in proportion to clause percentage portion of the Residual Interest (e)the "PERCENTAGE INTEREST") of each such holder of the Residual Interests. The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that any preference action referred to above is commenced during any applicable statute of limitations period, funds deposited in the First Principal Payment Amount and Spread Account shall be retained until the date on which there is a final determination by a court of competent jurisdiction as to whether any payment or payments made pursuant to this Agreement, the Indenture, the Indemnification Agreement or the Insurance Agreement is recoverable from any of the Insurer or the Noteholders’ Distributable Amount for . If it is so determined that a Payment Date exceeds payment is so recoverable, funds deposited in the amount deposited into the Note Distribution Spread Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct be applied by the Indenture Trustee at the written direction of the Insurer first to pay any and all such claims with respect to such preference actions as the Noteholders and the Insurer may be required to pay and then to the holders of the Residual Interests, pro rata in proportion to their Percentage Interests. If it is determined that any such payment is not recoverable, the Insurer shall direct the Indenture Trustee in writing to release all amounts on such Payment Date to withdraw from deposit in the Spread Account on such Payment Date an amount equal to such excess, to the extent holders of funds available thereinthe Residual Interests, pro rata in proportion to their Percentage Interests, upon receipt by the Insurer of both a final order determining that such payments are not recoverable and deposit an opinion of nationally recognized bankruptcy counsel to the effect that such amount into appeal is final and not subject to appeal. For purposes of compliance with this Section 4.04(d), the Note Distribution AccountIndenture Trustee shall be entitled to rely on written instructions from the Insurer. (e) The Seller may at In the event any timeof the holders of the Residual Interests seek to have the amounts remaining on deposit in the Spread Account released to holders of the Residual Interests prior to the expiration of the ninety-one (91) day period specified in Section 4.04(d) above, without consent of then, if (i) amounts payable with respect to the Notes have been fully paid to the Noteholders, sell(ii) the Repayment Amount and all other amounts owing to the Insurer pursuant to the Insurance Agreement and any unreimbursed Insurer Defense Costs have been paid in full, transfer(iii) no case or proceeding described in Sections 7.01(d) or (e) has occurred with respect to the Potential Preference Parties, convey and (iv) either (A) the long term unsecured debt of the Seller and the Servicer is rated "BBB-" or assign better by Standard & Poor's and "Baa3" or better by Mood▇'▇, (▇) the Insurer shall have received a favorable opinion or opinions, satisfactory in form and substance to the Insurer, from counsel to Onyx, the Seller and the Servicer, to the effect that in the event a case or proceeding described in Sections 7.01(d) or (e) were to occur with respect to the Potential Preference Parties, no payment pursuant to this Agreement or the Insurance Agreement would be recoverable from either the Insurer or the Noteholders, and such other matters as the Insurer may reasonably request, or (C) the Insurer, in its sole discretion, elects to have the remaining amounts on deposit in the Spread Account paid to the holders of the Residual Interests, then, in any manner its rights to and interests such event, all remaining amounts on deposit in distributions from the Spread AccountAccount shall be paid to the holders of the Residual Interests, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfiedpro rata in proportion to their Percentage Interests.

Spread Account. (a) On The Servicer shall establish and -------------- maintain, in the Closing Datename of the Trustee, for the benefit of the CTO Securityholders, with an Eligible Institution a segregated trust account (the "Spread Account"), bearing a designation clearly indicating that the funds --------------- deposited therein are held for the benefit of the CTO Securityholders. The Spread Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Spread Account and in all proceeds thereof. The Spread Account shall be under the sole dominion and control of the Trustee for the benefit of the CTO Securityholders. If, at any time, the Seller shall deposit institution holding the applicable Spread Account Deposit into ceases to be an Eligible Institution, the Trustee (or the Servicer on its behalf) shall within five Business Days establish a new Spread Account meeting the conditions specified above with an Eligible Institution and shall transfer any cash and/or any investments to such new Spread Account. The Trustee, at the written direction of the Servicer, shall make deposits to and withdrawals from the Spread AccountAccount in the amounts and at the times set forth in this Agreement. The CTO Securityholders shall not be entitled to reimbursement from the Trust Property for any withdrawals from the Spread Account except as specifically provided in this Agreement. (b) If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining Funds on deposit in the Spread Account shall be distributed invested by the Trustee, at the written direction of the Servicer, in Eligible Investments that will mature so that such funds will be available for withdrawal on or prior to the Seller or any transferee or assignee pursuant to clause (e)following Distribution Date. The Seller Trustee shall maintain, for the benefit of the CTO Securityholders, possession of the negotiable instruments or securities, if any, evidencing such Eligible Investments. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee may sell, -------- ------- liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer in writing, the Servicer having reasonably determined that the interest of the CTO Securityholders may be adversely affected if such Eligible Investment is held to its maturity. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Spread Account shall be included in Excess Spread for such transferees Distribution Date and assignees) shall applied in no event be required to refund any amounts properly distributed pursuant to this accordance with Section 5.7(c)4.8. (dc) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment On each Determination Date, the Servicer shall instruct calculate the Indenture Trustee sum of (i) the CTO Required Amount for the following Distribution Date, (ii) the aggregate amount by which the CTO Invested Amount would be reduced on such Payment Distribution Date pursuant to clauses (d), (e) and (f) of the definition of "CTO Invested Amount" (but for the application of this Section 4.12(c)) and (iii) the aggregate amount by which the CTO Invested Amount has been reduced on all prior Distribution Dates pursuant to clauses (d), (e) and (f) of the definition of "CTO Invested Amount" (but only to the extent that such reductions have not been previously reimbursed) (the "Spread Account Draw Amount"). -------------------------- (d) On each Distribution Date on which the Spread Account Draw Amount is greater than zero, the Trustee, at the written direction of the Servicer, shall withdraw from the Spread Account an amount equal to the lesser of such Spread Account Draw Amount and the Available Spread Account Amount. The Trustee, at the written direction of the Servicer, shall apply the amount withdrawn from the Spread Account on any Distribution Date to fund any deficiency pursuant to Section 4.5(c), 4.7(c) or 4.8(i), in that order of priority. (e) On each Distribution Date on which the Spread Account Surplus, after giving effect to all deposits to and withdrawals from the Spread Account with respect to such Payment Date Distribution Date, is greater than zero, the Trustee, at the written direction of the Servicer, shall withdraw from the Spread Account and pay to the Holder of the Exchangeable Transferor Certificate an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution AccountSpread Account Surplus. (ef) The Seller may at any time, without consent Upon the earlier to occur of (i) the termination of the NoteholdersTrust pursuant to Article XII of the Agreement and (ii) the day on which the Collateralized Trust Obligations shall have been paid in full, sellthe Trustee, transferat the written direction of the Servicer, convey or assign after the prior payment of all amounts owing to the CTO Securityholders which are payable from the Spread Account as provided herein, shall withdraw from the Spread Account and pay to the Holder of the Exchangeable Transferor Certificate all amounts, if any, on deposit in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfiedSpread Account shall be deemed to have terminated for all purposes of the Agreement.

Spread Account. (a) On or prior to the Closing Date, the Seller Indenture Trustee shall establish and maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the Trust, on behalf of the Trust, for the benefit of the Class C Noteholders and the Transferor, a segregated account (the “Spread Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class C Noteholders and the Transferor. Except as otherwise provided in this Section 4.12, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the applicable Spread Account Deposit and in all proceeds thereof. The Spread Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Class C Noteholders and the holder of the Transferor Interest. If at any time the institution holding the Spread Account ceases to be an Eligible Institution, the Servicer shall notify the Indenture Trustee in writing, and the Indenture Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days (or such longer period as to which the Rating Agencies may consent) establish a new Spread Account meeting the conditions specified above with an Eligible Institution and shall transfer any cash or any investments to such new Spread Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Spread Account from time to time in an amount up to the Available Spread Account Amount at such time, for the purposes set forth in this Indenture Supplement, and (ii) on each Transfer Date prior to termination of the Spread Account, make a deposit into the Spread AccountAccount in the amount specified in, and otherwise in accordance with, subsection 4.12(f). (b) Funds on deposit in the Spread Account shall be invested at the written direction of the Servicer by the Indenture Trustee in Eligible Investments. Funds on deposit in the Spread Account on any Transfer Date, after giving effect to any withdrawals from and deposits to the Spread Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. On each Transfer Date (but subject to subsection 4.12(c)), the Investment Earnings, if any, accrued since the preceding Transfer Date on funds on deposit in the Spread Account shall be retained in the Spread Account (to the extent that the Available Spread Account Amount is less than the Required Spread Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture Supplement (subject to subsection 4.12(c)), all Investment Earnings shall be deemed not to be available or on deposit. (c) If, on any Transfer Date, the aggregate amount of Available Finance Charge Collections [and the amount, if any, withdrawn from the Cash Collateral Account] available for deposit into the Distribution Account pursuant to subsection[s] 4.4(a)(v) [and 4.11(c), respectively,] is less than the aggregate amount required to be deposited pursuant to subsection 4.4(a)(v), the Indenture Trustee, at the written direction of the Servicer, shall withdraw from the Spread Account the amount of such deficiency up to the Available Spread Account Amount and, if the Available Spread Account Amount is less than such deficiency, Investment Earnings credited to the Spread Account, and deposit such amount in the Distribution Account to fund any deficiency pursuant to subsection 4.4(a)(v). (d) On the earlier of Series 20[ ]-[ ] Final Maturity Date and the date on which the Class A Note Principal Balance, the Class M Note Principal Balance and the Class B Note Principal Balance have been paid in full, after applying any funds on deposit in the Spread Account as described in subsection 4.12(c), the Indenture Trustee at the written direction of the Servicer shall withdraw from the Spread Account an amount equal to the lesser of (i) the Class C Note Principal Balance (after any payments to be made pursuant to subsection 4.4(c) on such date) and (ii) the Available Spread Account Amount and, if the Available Spread Account Amount is not sufficient to reduce the Class C Note Principal Balance to zero, Investment Earnings credited to the Spread Account up to the amount required to reduce the Class C Note Principal Balance to zero, and the Indenture Trustee upon the written direction of the Servicer or the Servicer shall deposit such amounts into the Distribution Account for distribution to the Class C Noteholders in accordance with subsection 5.2(f). (e) On any day following the occurrence of an Event of Default with respect to Series 20[ ]-[ ] and acceleration of the maturity of the Series 20[ ]-[ ] Notes pursuant to Section 5.3 of the Indenture, Servicer shall withdraw from the Spread Account an amount equal to the Available Spread Account Amount and Indenture Trustee or Servicer shall deposit such amounts into the Distribution Account for distribution to the Class C Noteholders, the Class A Noteholders, the Class M Noteholders[,] [and] [the Class B Noteholders] [and the Class D Noteholders], in that order of priority, in accordance with Section 5.2, to fund any shortfalls in amounts owed to such Noteholders. (f) If on any Transfer Date, after giving effect to all withdrawals from the Spread Account, the Available Spread Account Amount is less than the Required Spread Account Amount then in effect, Available Finance Charge Collections, to the extent available, shall be deposited into the Spread Account pursuant to subsection 4.4(a)(xiii) up to the amount of the Spread Account Deficiency. (g) If, after giving effect to all deposits to and withdrawals from the Spread Account with respect to any Transfer Date, the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than exceeds the Specified Required Spread Account Balance for such Payment DateAmount, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees acting in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as instructions of the first day of the Collection Period in which such Payment Date occurs is less than the Note BalanceServicer, shall withdraw an amount equal to such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in from the Spread Account for application and distribute such amount to the Transferor. On the date on which the Class C Note Principal Balance has been paid in accordance with this Agreement. Amounts properly distributed full, after making any payments to the Noteholders required pursuant to this Section 5.7(bsubsections 4.11(c), (d) shall be deemed released from the Trust and the security interest therein granted to (e), the Indenture Trustee, and at the Seller (and such transferees and assignees) written direction of Servicer, shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on all amounts then remaining in the Spread Account and pay such Payment Date an amount equal to such excess, amounts to the extent of funds available therein, and deposit such amount into the Note Distribution AccountTransferor. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.]

Spread Account. (a) On or prior to the Closing Date, Indenture Trustee shall establish and maintain with a Qualified Institution, which may be Indenture Trustee in the Seller name of the Trust, on behalf of the Trust, for the benefit of the Class C Noteholders and Transferor, a segregated account (the "Spread Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class C Noteholders and Transferor. Except as otherwise provided in this Section 4.12, Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the applicable Spread Account Deposit and in all proceeds thereof. The Spread Account shall be under the sole dominion and control of Indenture Trustee for the benefit of the Class C Noteholders and the Holder of the Transferor Interest. If at any time the institution holding the Spread Account ceases to be a Qualified Institution, Servicer shall notify Indenture Trustee, and Indenture Trustee upon being notified (or Servicer on its behalf) shall, within ten (10) Business Days (or such longer period as to which the Rating Agencies may consent) establish a new Spread Account meeting the conditions specified above with a Qualified Institution and shall transfer any cash or any investments to such new Spread Account. Indenture Trustee, at the written direction of Servicer, shall (i) make withdrawals from the Spread Account from time to time in an amount up to the Available Spread Account Amount at such time, for the purposes set forth in this Indenture Supplement, and (ii) on each Transfer Date prior to termination of the Spread Account, make a deposit into the Spread AccountAccount in the amount specified in, and otherwise in accordance with, subsection 4.12(f). (b) Funds on deposit in the Spread Account shall be invested at the written direction of Servicer by Indenture Trustee in Permitted Investments. Funds on deposit in the Spread Account on any Transfer Date, after giving effect to any withdrawals from and deposits to the Spread Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. On each Transfer Date (but subject to subsections 4.12(c), 4.12(d) and 4.12(f)), the Investment Earnings, if any, accrued since the preceding Transfer Date on funds on deposit in the Spread Account shall be paid to the Holders of the Transferor Interest by Indenture Trustee upon written direction of Servicer. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture Supplement (subject to subsections 4.12(c), 4.12(d) and 4.12(f)), all Investment Earnings shall be deemed not to be available or on deposit; provided that after the maturity of the Series [200_-_] Notes has been accelerated as a result of an Event of Default, all Investment Earnings shall be added to the balance on deposit in the Spread Account and treated like the rest of the Available Spread Account Amount. (c) If, on any Transfer Date, the aggregate amount of Available Finance Charge Collections [and the amount, if any, withdrawn from the Cash Collateral Account available for deposit into the Distribution Account] pursuant to subsection[s] 4.04(a)(iv) [and 4.11(c), respectively,] is less than the aggregate amount required to be deposited pursuant to subsection 4.04(a)(iv), Indenture Trustee, at the written direction of Servicer, shall withdraw from the Spread Account the amount of such deficiency up to the Available Spread Account Amount and, if the Available Spread Account Amount is less than such deficiency, Investment Earnings credited to the Spread Account, and deposit such amount in the Distribution Account for payment to the Class C Noteholders in respect of interest on the Class C Notes. (d) On the earlier of Series [200_-_] Final Maturity Date and the date on which the Class A Note Principal Balance and the Class B Note Principal Balance have been paid in full, after applying any funds on deposit in the Spread Account as described in subsection 4.12(c), Indenture Trustee at the written direction of Servicer shall withdraw from the Spread Account an amount equal to the lesser of (i) the Class C Note Principal Balance (after any payments to be made pursuant to subsection 4.04(c) on such date) and (ii) the Available Spread Account Amount and, if the Available Spread Account Amount is not sufficient to reduce the Class C Note Principal Balance to zero, Investment Earnings credited to the Spread Account up to the amount required to reduce the Class C Note Principal Balance to zero, and Indenture Trustee upon the written direction of Servicer or Servicer shall deposit such amounts into the Collection Account for distribution to the Class C Noteholders in accordance with subsection 5.02(e). (e) On any day following the occurrence of an Event of Default with respect to Series [200_-_] and acceleration of the maturity of the Series [200_-_] Notes pursuant to Section 5.03 of the Indenture, Servicer shall withdraw from the Spread Account an amount equal to the Available Spread Account Amount and Indenture Trustee or Servicer shall deposit such amounts into the Distribution Account for distribution to the Class C Noteholders until the Class C Note Principal Balance is paid in full[, to the Class A Noteholders until the Class A Note Principal Balance is paid in full,] [and to the Class B Noteholders until the Class B Note Principal Balance is paid in full,] [in that order of priority,] in accordance with Section 5.02, to fund any shortfalls in amounts owed to such Noteholders. (f) If on any Transfer Date, after giving effect to all withdrawals from the Spread Account, the Available Spread Account Amount is less than the Required Spread Account Amount then in effect, Available Finance Charge Collections shall be deposited into the Spread Account pursuant to subsection 4.04(a)(vii) up to the amount of the Spread Account Deficiency and, if such Available Finance Charge Collections are less than such Spread Account Deficiency, investment earnings on funds on deposit in the Spread Account shall be held and not distributed pursuant to subsection 4.12(b) until such Spread Account Deficiency is reduced to zero through subsequent deposits pursuant to subsection 4.04(a)(vii). (g) If, after giving effect to all deposits to and withdrawals from the Spread Account with respect to any Transfer Date, the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than exceeds the Specified Required Spread Account Balance for such Payment DateAmount, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees acting in accordance with their respective interests); providedthe instructions of Servicer, that if, after giving effect shall withdraw an amount equal to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in from the Spread Account for application and distribute such amount to Transferor. On the date on which the Class C Note Principal Balance has been paid in accordance with this Agreement. Amounts properly distributed full, after making any payments to the Noteholders required pursuant to this Section 5.7(bsubsections 4.12(c), (d) shall be deemed released from the Trust and the security interest therein granted to the (e), Indenture Trustee, and at the Seller (and such transferees and assignees) written direction of Servicer, shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on all amounts then remaining in the Spread Account and pay such Payment Date an amount equal to such excess, amounts to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent holders of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfiedTransferor Interest.

Spread Account. (a) On or prior to the Closing Date, the Seller Trustee shall deposit establish and maintain a segregated trust account with the applicable Trustee or in the corporate trust department of another Eligible Bank referred to herein as the "Spread Account." The Spread Account Deposit shall be maintained in the name of the Trustee. The Spread Account and any amounts on deposit therein shall be part of the Trust and shall be for the benefit of the Certificateholders and the Insurer, as their respective interests may appear herein; provided, however, that the interest of the Insurer and the Class IC Certificateholder shall be subordinated to the interests of the other Certificateholders as provided herein. (b) Funds on deposit in the Spread Account shall be invested in Eligible Investments in the same manner and subject to the same requirements and limitations as the investment of funds in the Certificate Account pursuant to Section 9.01, including the limitation that Eligible Investments mature not later than the Business Day prior to the next succeeding Distribution Date; provided, however, no such limitation on the maturity of Eligible Investments shall apply if the Trust obtains the benefit of a liquidity facility or similar arrangement from a commercial bank with an Approved Rating or other provider approved in advance in writing by the Insurer, with respect to funds in the Spread Account (a "Spread Account Facility") and Standard & Poor's and ▇▇▇▇▇'▇ confirm in writing that the rating of the Certificates will not be lowered or withdrawn as a result of eliminating or modifying the limitation on the maturity of Permitted Investments in respect of the Spread Account. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Agreement, investment earnings on such funds shall be deemed to be available or on deposit only to the extent that the aggregate of such amounts, plus the funds on deposit in the Spread Account, do not exceed the Required Spread Amount. (c) If on any Distribution Date the amount of Available Funds is insufficient to make the distributions required by Sections 9.04(a)(i) through (iii), the Trustee shall withdraw or cause to be withdrawn from the Spread Account and deposited in the Certificate Account the lesser of (i) the entire Available Spread Amount and (ii) the amount necessary to make up such deficiency to pay any deficiency in permitted reimbursements of Outstanding Advances pursuant to Section 9.04(a)(i), the Monthly Servicing Fee, Monthly Interest and Monthly Principal (prior to making any draw on the Policy), all as provided in Sections 9.02 and 9.04 and the Policy. (d) On each Distribution Date, all distributions made pursuant to Section 9.04(a) (vii) shall be deposited into the Spread Account. (be) If the amount on deposit in the Spread Account on any Payment Date (Account, after giving effect to all deposits or withdrawals therefrom on such Payment Datethe distributions set forth in Section 9.04 (including, without limitation, payment of amounts due and owing to the Insurer) is greater than the Specified Required Spread Account Balance for Amount on such Payment Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained Class IC Certificateholder. Amounts properly distributed to the Class IC Certificateholder pursuant to this Section, either directly without deposit in the Spread Account for application or from excess amounts in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) the Spread Account shall be deemed released from the Trust and the from any security interest therein granted to of the Indenture Trustee, and Trustee or the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amountsInsurer. (cf) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) Upon the termination of this Agreement and the TrustTrust pursuant to Section 16.01, any amount amounts remaining on deposit in the Spread Account Account, after payment of any amounts due and owing to the Class A Certificateholders and the Class I Certificateholders and to the Insurer, shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (Class IC Certificateholder and such transferees amounts shall not be subject to any claims or rights of the other Certificateholders to the extent that such action is not inconsistent with Section 6(b)(ii) and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c)9 of Annex A hereto. (dg) In On the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Closing Date, the Servicer Depositor shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date deposit an amount equal to such excess, to the extent one half of funds available therein, and deposit such amount into the Note Distribution Account. one percent (e0.5%) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from Initial Certificate Balance into the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On or prior to the Closing Date, the Seller Indenture Trustee shall establish and maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the Trust, on behalf of the Trust, for the benefit of the Class C Noteholders and the Transferor, a segregated account (the “Spread Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class C Noteholders and the Transferor. Except as otherwise provided in this Section 4.12, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the applicable Spread Account Deposit and in all proceeds thereof. The Spread Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Class C Noteholders and the holder of the Transferor Interest. If at any time the institution holding the Spread Account ceases to be an Eligible Institution, the Servicer shall notify the Indenture Trustee in writing, and the Indenture Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days (or such longer period as to which the Rating Agencies may consent) establish a new Spread Account meeting the conditions specified above with an Eligible Institution and shall transfer any cash or any investments to such new Spread Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Spread Account from time to time in an amount up to the Available Spread Account Amount at such time, for the purposes set forth in this Indenture Supplement, and (ii) on each Transfer Date prior to termination of the Spread Account, make a deposit into the Spread AccountAccount in the amount specified in, and otherwise in accordance with, subsection 4.12(f). (b) Funds on deposit in the Spread Account shall be invested at the written direction of the Servicer by the Indenture Trustee in Eligible Investments. Funds on deposit in the Spread Account on any Transfer Date, after giving effect to any withdrawals from and deposits to the Spread Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. On each Transfer Date (but subject to subsection 4.12(c)), the Investment Earnings, if any, accrued since the preceding Transfer Date on funds on deposit in the Spread Account shall be retained in the Spread Account (to the extent that the Available Spread Account Amount is less than the Required Spread Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture Supplement (subject to subsection 4.12(c)), all Investment Earnings shall be deemed not to be available or on deposit. (c) If, on any Transfer Date, the aggregate amount of Available Finance Charge Collections [and the amount, if any, withdrawn from the Cash Collateral Account] available for deposit into the Distribution Account pursuant to subsection[s] 4.4(a)(v) [and 4.11(c), respectively,] is less than the aggregate amount required to be deposited pursuant to subsection 4.4(a)(v), the Indenture Trustee, at the written direction of the Servicer, shall withdraw from the Spread Account the amount of such deficiency up to the Available Spread Account Amount and, if the Available Spread Account Amount is less than such deficiency, Investment Earnings credited to the Spread Account, and deposit such amount in the Distribution Account to fund any deficiency pursuant to subsection 4.4(a)(v). (d) On the earlier of Series 201[•]-[•] Final Maturity Date and the date on which the Class A Note Principal Balance, the Class M Note Principal Balance and the Class B Note Principal Balance have been paid in full, after applying any funds on deposit in the Spread Account as described in subsection 4.12(c), the Indenture Trustee at the written direction of the Servicer shall withdraw from the Spread Account an amount equal to the lesser of (i) the Class C Note Principal Balance (after any payments to be made pursuant to subsection 4.4(c) on such date) and (ii) the Available Spread Account Amount and, if the Available Spread Account Amount is not sufficient to reduce the Class C Note Principal Balance to zero, Investment Earnings credited to the Spread Account up to the amount required to reduce the Class C Note Principal Balance to zero, and the Indenture Trustee upon the written direction of the Servicer or the Servicer shall deposit such amounts into the Distribution Account for distribution to the Class C Noteholders in accordance with subsection 5.2(f). (e) On any day following the occurrence of an Event of Default with respect to Series 201[•]-[•] and acceleration of the maturity of the Series 201[•]-[•] Notes pursuant to Section 5.3 of the Indenture, Servicer shall withdraw from the Spread Account an amount equal to the Available Spread Account Amount and Indenture Trustee or Servicer shall deposit such amounts into the Distribution Account for distribution to the Class C Noteholders, the Class A Noteholders, the Class M Noteholders[,] [and] the Class B Noteholders [and the Class D Noteholders], in that order of priority, in accordance with Section 5.2, to fund any shortfalls in amounts owed to such Noteholders. (f) If on any Transfer Date, after giving effect to all withdrawals from the Spread Account, the Available Spread Account Amount is less than the Required Spread Account Amount then in effect, Available Finance Charge Collections, to the extent available, shall be deposited into the Spread Account pursuant to subsection 4.4(a)(xiii) up to the amount of the Spread Account Deficiency. (g) If, after giving effect to all deposits to and withdrawals from the Spread Account with respect to any Transfer Date, the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than exceeds the Specified Required Spread Account Balance for such Payment DateAmount, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees acting in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as instructions of the first day of the Collection Period in which such Payment Date occurs is less than the Note BalanceServicer, shall withdraw an amount equal to such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in from the Spread Account for application and distribute such amount to the Transferor. On the date on which the Class C Note Principal Balance has been paid in accordance with this Agreement. Amounts properly distributed full, after making any payments to the Noteholders required pursuant to this Section 5.7(bsubsections 4.11(c), (d) shall be deemed released from the Trust and the security interest therein granted to (e), the Indenture Trustee, and at the Seller (and such transferees and assignees) written direction of Servicer, shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on all amounts then remaining in the Spread Account and pay such Payment Date an amount equal to such excess, amounts to the extent of funds available therein, and deposit such amount into the Note Distribution AccountTransferor. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.]

Spread Account. (a) On or prior to the Closing Date, the Seller Indenture Trustee shall establish and maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the Trust, on behalf of the Trust, for the benefit of the Class C Noteholders and the Transferor, a segregated account with the corporate trust department of such Eligible Institution (the "Spread Account"), bearing a -------------- designation clearly indicating that the funds deposited therein are held for the benefit of the Class C Noteholders and the Transferor. Except as otherwise provided in this Section 4.11, the Indenture Trustee shall possess all right, ------------ title and interest in all funds on deposit from time to time in the applicable Spread Account Deposit and in all proceeds thereof. The Spread Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Class C Noteholders and the Servicer. If at any time the institution holding the Spread Account ceases to be an Eligible Institution, the Servicer shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days (or such longer period as to which the Rating Agencies may consent) establish a new Spread Account meeting the conditions specified above with an Eligible Institution and shall transfer any cash or any investments to such new Spread Account. The Indenture Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Spread Account from time to time in an amount up to the Available Spread Account Amount at such time, for the purposes set forth in this Indenture Supplement, and (ii) on each Distribution Date prior to termination of the Spread Account, make a deposit into the Spread Account.Account in the amount specified in, and otherwise in accordance with, subsection 4.11(e). ------------------ (b) Funds on deposit in the Spread Account shall be invested at the direction of the Servicer by the Indenture Trustee in Eligible Investments; provided, however, that, for purposes of the investment of funds on deposit in the Spread Account, references in the definition of "Eligible Investments" to a rating in the "highest rating category" shall be modified to require a rating, from any one of the following Rating Agencies, of at least A-2 by Standard & Poor's, P-2 by ▇▇▇▇▇'▇ or (if such investment is rated by Fitch) F2 by Fitch. Funds on deposit in the Spread Account on any Distribution Date, after giving effect to any withdrawals from and deposits to the Spread Account on such Distribution Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Distribution Date. The Indenture Trustee shall hold such of the Eligible Investments as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit in the State of New York. The Indenture Trustee shall hold such of the Eligible Investments as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (a) such investment property shall at all times be credited to a securities account of the Indenture Trustee, (b) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property credited to such securities account shall be treated as a financial asset, (d) such securities intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other person or entity, (e) such securities intermediary will not agree with any person or entity other than the Indenture Trustee to comply with entitlement orders originated by such other person or entity, (f) such securities accounts and the property credited thereto shall not be subject to any lien, security interest, or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Indenture Trustee), and (g) such agreement shall be governed by the laws of the State of New York. Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. Except as permitted by this subsection 4.11(b), the Indenture Trustee shall ------------------ not hold Eligible Investments through an agent or a nominee. On each Distribution Date (but subject to subsections 4.11(c) and 4.11(d)), ------------------- ------- the Investment Earnings, if any, accrued since the preceding Distribution Date on funds on deposit in the Spread Account shall be paid to the Transferor by the Indenture Trustee. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture Supplement (subject to subsections 4.11(c) and 4.11(d)), all Investment Earnings shall be ------------------- ------- deemed not to be available or on deposit. (c) If, on any Distribution Date, the aggregate amount available for distribution pursuant to subsection 4.4(a)(iv) is less than the aggregate amount --------------------- required to be distributed pursuant to subsection 4.4(a)(iv) (without giving --------------------- effect to any limitation based on Available Finance Charge Collections), the Indenture Trustee, at the direction of the Servicer, shall withdraw from the Spread Account the amount of such deficiency up to the Available Spread Account Amount and, if the Available Spread Account Amount is less than such deficiency, Investment Earnings credited to the Spread Account, and deposit such amount in the Collection Account for payment to the Class C Noteholders in respect of interest on the Class C Notes. (d) On the Series 2000-A Final Maturity Date, the Indenture Trustee at the direction of the Servicer shall withdraw from the Spread Account an amount equal to the lesser of (i) the Class C Note Principal Balance (after any payments to be made pursuant to subsection 4.4(c) on such date) and (ii) the ----------------- Available Spread Account Amount and, if the Available Spread Account Amount is not sufficient to reduce the Class C Note Principal Balance to zero, Investment Earnings credited to the Spread Account up to the amount required to reduce the Class C Note Principal Balance to zero, and the Indenture Trustee or the Servicer shall deposit such amounts into the Collection Account for distribution to the Class C Noteholders in accordance with subsection 5.2(e). ----------------- (e) On any day following the occurrence of an Event of Default with respect to Series 2000-A and acceleration of the maturity of the Series 2000-A Notes pursuant to Section 5.3 of the Indenture, the Servicer shall withdraw from the ----------- Spread Account an amount equal to the Available Spread Account Amount and the Indenture Trustee or the Servicer shall deposit such amounts into the Collection Account for distribution to the Class C Noteholders, the Class A Noteholders and the Class B Noteholders, in that order of priority, in accordance with Section ------- 5.2, to fund any shortfalls in amounts owed to such Noteholders. --- (f) If on any Distribution Date, after giving effect to all withdrawals from the Spread Account, the Available Spread Account Amount is less than the Required Spread Account Amount then in effect, Available Finance Charge Collections shall be deposited into the Spread Account under the circumstances set forth in subsection 4.4(a)(viii) up to the amount of the Spread Account ----------------------- Deficiency. (g) After the Spread Account Percentage has been increased above zero pursuant to any of clauses (ii) through (v) of the definition thereof, the ------------ --- Spread Account Percentage shall remain at that percentage until (a) further increased to a higher required percentage specified in clauses (ii) through (v) ------------ --- of the definition thereof or (b) the Distribution Date on which the Quarterly Excess Spread Percentage has increased to a level above that for the then current Spread Account Percentage, in which case the Spread Account Percentage shall be decreased to the appropriate percentage in clauses (ii) through (iv) of ------------ ---- the definition thereof (or, if the Excess Spread Percentage is greater than or equal to [___]%, the Spread Account Percentage shall be zero and the Required Spread Account Amount shall be $0). Notwithstanding the foregoing, if a Pay Out Event with respect to Series 2000-A has occurred, the Spread Account Percentage shall equal [___]% (as provided in the definition of Spread Account Percentage) and shall no longer be subject to reduction. (h) If on any Distribution Date, after giving effect to all withdrawals from and deposits to the Spread Account, the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than would exceed the Specified Required Spread Account Balance for such Payment DateAmount then in effect, the Servicer shall instruct the Indenture Trustee to distribute shall, at the amount written direction of the Servicer, release such excess to the Seller Transferor. On the date on which the Class C Note Principal Balance has been paid in full (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect including amounts to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed paid to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed Class C Noteholders pursuant to this Section 5.7(bsubsection 4.11(d) shall be deemed released from the Trust and the security interest therein granted to above), the Indenture Trustee, and at the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full ------------------ direction of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the NoteholdersServicer, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on all amounts then remaining in the Spread Account and pay such Payment Date an amount equal to such excess, amounts to the extent of funds available therein, and deposit such amount into the Note Distribution AccountTransferor. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On Not later than the Closing Date, the Seller Servicer shall establish and maintain with an Eligible Institution, which shall initially be the Trustee, in the name of the Trustee, on behalf of the Trust (the “Spread Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class B Holders and the Transferor. In the event that at any time the financial institution holding the Spread Account shall fail to be an Eligible Institution, the Servicer may direct the Spread Account to be moved to an Eligible Institution and all funds on deposit in the Spread Account be transferred to such new Spread Account at such Eligible Institution, whereupon such new Spread Account shall constitute the Spread Account hereunder. Except as otherwise provided in this Agreement, the Class B Holders shall possess all right, title and interest in all funds on deposit from time to time in the Spread Account and in all proceeds thereof. Except as otherwise provided in this Agreement, the Spread Account shall be under the sole dominion and control of the Trustee, on behalf of the Class B Holders and the Transferor. On or prior to each Incremental Funding, the Transferor shall deposit the applicable Spread Account Deposit into the Spread AccountAccount an amount equal to the excess, if any, of the Spread Account Cap (after giving effect to the Incremental Funding to take place on such date) and the Spread Account Amount on such date. (b) Funds on deposit in the Spread Account shall be invested at the specific written direction of the Servicer in Eligible Investments; provided, however, that for purposes of the investment of funds on deposit in the Spread Account, references in the definition of “Eligible Investments” to “highest investment category” shall be modified to require a rating of not lower than “A-2” in the case of Standard & Poor’s, “P-2” in the case of Moody’s or the equivalent rating in the case of any other rating agency. Funds on deposit in the Spread Account on any Transfer Date, after giving effect to any withdrawals from and deposits to the Spread Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The holder of the Spread Account shall maintain for the benefit of the Class B Holders and the Transferor possession of the negotiable instruments or securities, if any, evidencing the investment of funds in the Spread Account in Eligible Investments. On each Transfer Date (but subject to Section 4.20(c)), the Investment Earnings, if any, accrued since the preceding Transfer Date on funds on deposit in the Spread Account shall be paid to the Transferor by the holder of the Spread Account and for purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Agreement, all Investment Earnings shall be determined not to be available or on deposit. (c) If, on any Transfer Date, the aggregate amount available for distribution pursuant to Section 4.11(a)(vi) is less than the unpaid Class B Monthly Interest, the Servicer shall direct the holder of the Spread Account to withdraw the amount of such deficiency, up to the Spread Account Amount and, if the Spread Account Amount is less than such deficiency, Investment Earnings credited to the Spread Account, from the Spread Account and distribute such amount to the Class B Holders. If on the Amendment Date or any Transfer Date, after giving effect to all withdrawals from, and deposits to, the Spread Account, the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Dateexcluding Investment Earnings) is greater than would exceed the Specified Spread Account Balance for such Payment DateCap then in effect, the Servicer shall instruct direct the Indenture Trustee to distribute the amount holder of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted release such excess to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.the

Spread Account. (a) On or prior to the Closing Date, the Seller Indenture Trustee shall deposit establish and maintain a segregated trust account with the applicable Indenture Trustee or in the corporate trust department of another Eligible Bank referred to herein as the "Spread Account." The Spread Account Deposit shall be maintained in the name of the Indenture Trustee. The Spread Account and any amounts on deposit therein shall be part of the Pledged Assets and shall be for the benefit of Secured Parties, as their respective interests may appear herein; provided, however, that the interest of the Insurer therein shall be subordinated to the interests of the Noteholders as provided herein. (b) Funds on deposit in the Spread Account shall be invested in Eligible Investments in the same manner and subject to the same requirements and limitations as the investment of funds in the Collection Account pursuant to Section 9.01, including the limitation that Eligible Investments mature not later than the Business Day prior to the next succeeding Payment Date; provided, however, that no such limitation on the maturity of Eligible Investments shall apply if the Indenture Trustee obtains the benefit of a liquidity facility or similar arrangement from a commercial bank with an Approved Rating or other provider approved in advance in writing by the Insurer and the Administrative Agent, with respect to funds in the Spread Account (a "Spread Account Facility") and _________________ and _______ confirm in writing that the rating of the Notes will not be lowered or withdrawn as a result of eliminating or modifying the limitation on the maturity of Eligible Investments in respect of the Spread Account. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture, investment earnings on such funds shall be deemed to be available or on deposit only to the extent that the aggregate of such amounts, plus the funds on deposit in such Spread Account, do not exceed the Required Spread Amount. (c) If on any Payment Date the amount of Available Funds is insufficient to make the distributions required by Sections 9.04(a)(i) through (vi), the Indenture Trustee shall withdraw or cause to be withdrawn from the Spread Account and deposited in the Collection Account the lesser of (i) the entire Available Spread Amount and (ii) the amount necessary to make up such deficiency to pay any deficiency in permitted reimbursements of Outstanding Advances pursuant to Section 9.04(a)(i), the Monthly Servicing Fee, Monthly Interest and Monthly Principal (prior to making any draw on the Policy), all as provided in Sections 9.02 and 9.04 and the Policy. (d) On each Payment Date, all distributions made pursuant to Section 9.04(a)(x) shall be deposited into the Spread Account; provided, however, that the Accelerated Principal Amount has been paid in full to the Noteholders. (be) If the amount on deposit in the Spread Account Account, after giving effect to the distributions set forth in Section 9.04 (including, without limitation, payment of amounts due and owing to the Insurer) is greater than the Required Spread Amount on any such Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Datepayment of the Accelerated Principal Amount in Monthly Principal), the Servicer amount of such excess shall instruct be distributed by the Indenture Trustee to distribute the amount of Owner Trustee, or as the excess to the Seller (and its transferees and assignees Owner Trustee shall direct in accordance with their respective interests); provided, that if, after giving effect the Trust Agreement to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be Certificateholders. Amounts properly distributed to the Seller (Owner Trustee or such transferees or assignees) and shall be retained Certificateholders pursuant to this Section, either directly without deposit in the Spread Account for application or from excess amounts in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) the Spread Account shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from behalf of the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution AccountSecured Parties. (ef) The Seller may at any time, without consent Certificateholders are permitted to purchase the Receivables from the Issuer when the Pool Balance has been reduced to ___% or less of the NoteholdersOriginal Pool Balance pursuant to Section 16.02 of the Trust Agreement. Upon discharge and satisfaction of this Indenture pursuant to Section 16.01, sell, transfer, convey or assign amounts remaining in any manner its rights to and interests in distributions from the Spread Account, including interest after payment of any amounts due and other investment earnings thereon; providedowing to the Noteholders and to the Insurer, that shall be distributed by the Rating Agency Condition is satisfiedIndenture Trustee to the Owner Trustee, or as the Owner Trustee shall direct in accordance with the Trust Agreement to the Certificateholders and such amounts shall not be subject to any claims or rights of any Noteholder.

Spread Account. (a) On the Closing Date and on each Subsequent Transfer Date, the Seller shall deposit the applicable Spread Account Initial Deposit into the Spread Account. (b) If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the sum of the Pool Balance and the Pre-Funded Amount as of the first day of the Collection Period in which such Payment Date occurs is less than the sum of the Note Balance and the Certificate Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and sum of (x) the Noteholders’ Distributable Amount for a Payment Date Date, (y) the Net Swap Payments (including interest on any overdue Net Swap Payments) for a Payment Date, if any, and (z) the Swap Termination Payments payable by the Issuer, if any, exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv5.6(b)(iii), (iv), (v), ) (vi), (vii) and (viiivii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On The Servicer shall establish and maintain, in the Closing Datename of the Trustee, on behalf of the Trust, for the benefit of the Class A Certificateholders, an Eligible Deposit Account (the "Spread Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class A Certificateholders. The Spread Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Spread Account and in all proceeds thereof. The Spread Account shall be under the sole dominion and control of the Trustee for the benefit of the Class A Certificateholders. If at any time the Spread Account ceases to be an Eligible Deposit Account, the Seller Trustee (or the Servicer on its behalf) shall deposit within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the applicable Administrative Agent shall consent) establish a new Spread Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash or any investments to such new Spread Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Spread Account from time to time in an amount up to the Available Spread Account Amount at such time, for the purposes set forth in this Supplement, and (ii) on each Distribution Date prior to the termination of the Spread Account make a deposit into the Spread AccountAccount in the amount specified in, and otherwise in accordance with, subsection 4.05(a)(viii). (b) If Funds on deposit in the amount Spread Account shall be invested at the written direction of the Servicer by the Trustee in Eligible Investments. In no event shall the Trustee be liable for the selection of Eligible Investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any Eligible Investment prior to its stated maturity or the failure of the Servicer to provide timely written investment direction. The Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of written investment direction. Funds on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Transfer Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in any withdrawals from the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) on such Transfer Date, shall be deemed released from the Trust and the security interest therein granted invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Indenture Trusteefollowing Transfer Date. The Trustee shall maintain for the benefit of the Class A Certificateholders possession of the negotiable instruments or securities, and if any, evidencing such Eligible Investments. No such Eligible Investment shall be disposed of prior to its maturity; PROVIDED, HOWEVER, that the Seller (and such transferees and assignees) shall in no event thereafter be required to refund Trustee may sell, liquidate or dispose of any such distributed amounts. (c) Following: (i) Eligible Investment before its maturity, at the written direction of the Servicer, if such sale, liquidation or disposal would not result in a loss of all or part of the principal portion of such Eligible Investment or if, prior to the maturity of such Eligible Investment, a default occurs in the payment in full of principal, interest or any other amount with respect to such Eligible Investment. On each Distribution Date, all interest and earnings (net of losses and investment expenses) accrued since the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining preceding Distribution Date on funds on deposit in the Spread Account shall be distributed retained in the Spread Account (to the Seller extent that the Available Spread Account Amount is less than the Required Spread Account Amount) and the balance, if any, shall be deposited in the Collection Account and treated as collections of Finance Charge Receivables allocable to Series 1999-One. For purposes of determining the availability of funds or the balance in the Spread Account for any transferee reason under this Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or assignee pursuant on deposit. (c) In the event that for any Distribution Date the Spread Account Draw Amount is greater than zero, the Spread Account Draw Amount, up to clause the Available Spread Account Amount, shall be withdrawn from the Spread Account on the related Transfer Date by the Trustee (eacting in accordance with the written instructions of the Servicer). The Seller (, deposited into the Collection Account and included in Available Funds for such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c)Distribution Date. (d) In the event that the First Principal Payment Spread Account Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Spread Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the written instructions of the Servicer, shall withdraw from the Spread Account, and pay to the Transferor, an amount equal to such Spread Account Surplus. (e) Upon the earlier to occur of (i) the day on which the Class A Invested Amount and all other accrued and unpaid amounts owing to the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account Class A Certificateholders pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) the Certificate Purchase Agreement are paid in full to the Class A Certificateholders and (viiiii) on such Payment Datethe termination of the Trust pursuant to the Agreement, the Servicer Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Class A Certificateholders which are payable from the Spread Account as provided herein, shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, and pay to the extent of funds available thereinTransferor all amounts, and if any, on deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest Account and other investment earnings thereon; provided, that the Rating Agency Condition is satisfiedSpread Account shall be deemed to have terminated for purposes of this Supplement.

Spread Account. (a) On or prior to the Closing Date, the Indenture Trustee shall establish and maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the Trust, on behalf of the Trust, for the benefit of the Class C Noteholders and the Transferor, a segregated account (the “Spread Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class C Noteholders and the Transferor. Except as otherwise provided in this Section 4.12, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Spread Account and in all proceeds thereof. The Spread Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Class C Noteholders and the holder of the Transferor Interest. If at any time the institution holding the Spread Account ceases to be an Eligible Institution, the Servicer shall notify the Indenture Trustee in writing, and the Indenture Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days (or such longer period as to which the Rating Agencies may consent) establish a new Spread Account meeting the conditions specified above with an Eligible Institution and shall transfer any cash or any investments to such new Spread Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Spread Account from time to time in an amount up to the Available Spread Account Amount at such time, for the purposes set forth in this Indenture Supplement, and (ii) on each Transfer Date prior to termination of the Spread Account, make a deposit into the Spread Account in the amount specified in, and otherwise in accordance with, subsection 4.12(f). (b) On the Closing Date, the Seller Transferor shall deposit the applicable Spread Account Deposit $1,400,000 in immediately available funds into the Spread Account. Funds on deposit in the Spread Account shall be invested at the written direction of the Servicer by the Indenture Trustee in Eligible Investments. Funds on deposit in the Spread Account on any Transfer Date, after giving effect to any withdrawals from and deposits to the Spread Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Indenture Trustee shall hold such of the Eligible Investments as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit in the State of New York. The Indenture Trustee shall hold such of the Eligible Investments as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (a) such investment property shall at all times be credited to a securities account of the Indenture Trustee, (b) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property credited to such securities account shall be treated as a financial asset, (d) such securities intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other person or entity, (e) such securities intermediary will not agree with any person or entity other than the Indenture Trustee to comply with entitlement orders originated by such other person or entity, (f) such securities accounts and the property credited thereto shall not be subject to any lien, security interest, or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Indenture Trustee), and (g) such agreement shall be governed by the laws of the State of New York. Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. Except as permitted by this subsection 4.12(b), the Indenture Trustee shall not hold Eligible Investments through an agent or a nominee. On each Transfer Date (but subject to subsection 4.12(c)), the Investment Earnings, if any, accrued since the preceding Transfer Date on funds on deposit in the Spread Account shall be retained in the Spread Account (to the extent that the Available Spread Account Amount is less than the Required Spread Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture Supplement (subject to subsection 4.12(c)), all Investment Earnings shall be deemed not to be available or on deposit. (bc) If, on any Transfer Date, the aggregate amount of Available Finance Charge Collections and the amount, if any, withdrawn from the Cash Collateral Account available for deposit into the Distribution Account pursuant to subsection 4.4(a)(iv) and 4.11(c), respectively, is less than the aggregate amount required to be deposited pursuant to subsection 4.4(a)(iv), the Indenture Trustee, at the written direction of the Servicer, shall withdraw from the Spread Account the amount of such deficiency up to the Available Spread Account Amount and, if the Available Spread Account Amount is less than such deficiency, Investment Earnings credited to the Spread Account, and deposit such amount in the Distribution Account to fund any deficiency pursuant to subsection 4.4(a)(iv). (d) On the earlier of Series 2003-A Final Maturity Date and the date on which the Class A Note Principal Balance and the Class B Note Principal Balance have been paid in full, after applying any funds on deposit in the Spread Account as described in Section 4.12(c), the Indenture Trustee at the written direction of the Servicer shall withdraw from the Spread Account an amount equal to the lesser of (i) the Class C Note Principal Balance (after any payments to be made pursuant to subsection 4.4(c) on such date) and (ii) the Available Spread Account Amount and, if the Available Spread Account Amount is not sufficient to reduce the Class C Note Principal Balance to zero, Investment Earnings credited to the Spread Account up to the amount required to reduce the Class C Note Principal Balance to zero, and the Indenture Trustee upon the written direction of the Servicer or the Servicer shall deposit such amounts into the Collection Account for distribution to the Class C Noteholders in accordance with subsection 5.2(e). (e) On any day following the occurrence of an Event of Default with respect to Series 2003-A and acceleration of the maturity of the Series 2003-A Notes pursuant to Section 5.3 of the Indenture, Servicer shall withdraw from the Spread Account an amount equal to the Available Spread Account Amount and Indenture Trustee or Servicer shall deposit such amounts into the Distribution Account for distribution to the Class C Noteholders, the Class A Noteholders and the Class B Noteholders, in that order of priority, in accordance with Section 5.2, to fund any shortfalls in amounts owed to such Noteholders. (f) If on any Transfer Date, after giving effect to all withdrawals from the Spread Account, the Available Spread Account Amount is less than the Required Spread Account Amount then in effect, Available Finance Charge Collections shall be deposited into the Spread Account pursuant to subsection 4.4(a)(ix) up to the amount of the Spread Account Deficiency. The Transferor shall make a deposit in an amount equal to the Additional Spread Account Amount (calculated after giving effect to any deposit pursuant to the preceding sentence) on the Additional Issuance Date. (g) If, after giving effect to all deposits to and withdrawals from the Spread Account with respect to any Transfer Date, the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than exceeds the Specified Required Spread Account Balance for such Payment DateAmount, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees acting in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as instructions of the first day of the Collection Period in which such Payment Date occurs is less than the Note BalanceServicer, shall withdraw an amount equal to such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in from the Spread Account for application and distribute such amount to the Transferor. On the date on which the Class C Note Principal Balance has been paid in accordance with this Agreement. Amounts properly distributed full, after making any payments to the Noteholders required pursuant to this Section 5.7(bsubsections 4.12(c), (d) shall be deemed released from the Trust and the security interest therein granted to (e), the Indenture Trustee, and at the Seller (and such transferees and assignees) written direction of Servicer, shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on all amounts then remaining in the Spread Account and pay such Payment Date an amount equal to such excess, amounts to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent holders of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfiedTransferor Interest.

Spread Account. (ai) On or prior to the Closing Date, the Master Trust Trustee, for the benefit of the Series 2000-1 Certificateholders, shall cause to be established and maintained in the name of the Master Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2000-1 Certificateholders (the "Spread Account"). The Master Trust Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Spread Account and in all proceeds thereof. Pursuant to authority granted to it pursuant to Section 3.01(b) of the Agreement, the Servicer shall have the revocable power to instruct the Master Trust Trustee to withdraw funds from the Spread Account for the purpose of carrying out the duties of the Servicer under this Series Supplement and the Agreement. The Servicer at all times shall maintain accurate records reflecting each transaction in the Spread Account. On the Closing Date, the Seller shall deposit the applicable Spread Account Deposit into the Spread AccountAccount an amount equal to the Initial Spread Account Required Amount. (bii) If the amount Funds on deposit in the Spread Account on any Payment Date (after giving effect to overnight or for a longer period shall at all deposits or withdrawals therefrom on such Payment Date) is greater than times be invested in Eligible Investments at the Specified Spread Account Balance for such Payment Date, direction of the Servicer or its agent, subject to the restrictions set forth in the Agreement and subject to the requirement that each such Eligible Investment shall instruct have a stated maturity on or prior to the Indenture Trustee to distribute following Transfer Date. Net interest and earnings (less investment expenses) on funds on deposit in the Spread Account, if any, shall be allocated and distributed as provided in Section 4.04. (iii) On any Transfer Date on which the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining funds on deposit in the Spread Account shall be distributed to is greater than the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) Projected Spread on such Payment Transfer Date, the Servicer shall instruct withdraw the Indenture Trustee on amount of such Payment Date to withdraw excess from the Spread Account on and allocate and pay such Payment Date an amount equal to such excess, excess to the extent of funds available therein, and deposit such amount into the Note Distribution AccountSeller. (eiv) The Seller may at any timeUpon the commencement of and during an Early Amortization Period, without consent of the NoteholdersMaster Trust Trustee will deposit all funds in the Spread Account into the Liquidity Reserve Account, sell, transfer, convey or assign in any manner its rights to and interests in distributions from no additional funds shall be deposited into the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On or prior to the Closing Date, the Seller Indenture Trustee shall deposit establish and maintain a segregated trust account with the applicable Indenture Trustee or in the corporate trust department of another Eligible Bank referred to herein as the "Spread Account." The Spread Account Deposit shall be maintained in the name of the Indenture Trustee. The Spread Account and any amounts on deposit therein shall be part of the Pledged Assets and shall be for the benefit of the Secured Parties, as their respective interests may appear herein; provided, however, that the interest of the Insurer therein shall be subordinated to the interests of the Noteholders as provided herein. (b) Funds on deposit in the Spread Account shall be invested in Eligible Investments in the same manner and subject to the same requirements and limitations as the investment of funds in the Collection Account pursuant to Section 9.01, including the limitation that Eligible Investments mature not later than the Business Day prior to the next succeeding Payment Date; provided, however, that no such limitation on the maturity of Eligible Investments shall apply if the Indenture Trustee obtains the benefit of a liquidity facility or similar arrangement from a commercial bank with an Approved Rating or other provider approved in advance in writing by the Insurer and the Administrative Agent, with respect to funds in the Spread Account (a "Spread Account Facility") and Standard & Poor's and Moody's confirm in writing that the rating of the Notes will not be lowered or withdrawn as a result of eliminating or modifying the limitation on the maturity of Eligible Investments in respect of the Spread Account. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture, investment earnings on such funds shall be deemed to be available or on deposit only to the extent that the aggregate of such amounts, plus the funds on deposit in such Spread Account, do not exceed the Required Spread Amount. (c) If on any Payment Date the amount of Available Funds is insufficient to make the distributions required by Sections 9.04(a)(i) through (vi) (after consideration of the adjustment provided in Section 9.04(b)(i)), the Indenture Trustee shall withdraw or cause to be withdrawn from the Spread Account and deposited in the Collection Account the lesser of (i) the entire Available Spread Amount and (ii) the amount necessary to make up such deficiency to pay any deficiency in permitted reimbursements of Outstanding Advances pursuant to Section 9.04(a)(i), the Monthly Servicing Fee, Monthly Interest and Monthly Principal (prior to making any draw on the Policy), all as provided in Sections 9.02 and 9.04 and the Policy. (d) On each Payment Date, all distributions made pursuant to Sections 9.04(a)(x) and 9.04(a)(xii) shall be deposited into the Spread Account. (be) If the amount on deposit in the Spread Account Account, after giving effect to the distributions set forth in Section 9.04 (including, without limitation, payment of amounts due and owing to the Insurer) is greater than the Required Spread Amount on any such Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Datepayment of the Accelerated Principal Amount), the Servicer amount of such excess shall instruct be distributed by the Indenture Trustee to distribute the amount of Owner Trustee, or as the excess to the Seller (and its transferees and assignees Owner Trustee shall direct in writing in accordance with their respective interests); provided, that if, after giving effect the Trust Agreement to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be Certificateholder. Amounts properly distributed to the Seller (Owner Trustee or such transferees or assignees) and shall be retained Certificateholder pursuant to this Section, either directly without deposit in the Spread Account for application or from excess amounts in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) the Spread Account shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from behalf of the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution AccountSecured Parties. (ef) The Seller may at any time, without consent Servicer is permitted to purchase the Receivables from the Issuer when the Note Balances have been reduced to 10% or less of the NoteholdersInitial Note Balances pursuant to Section 16.02 of the Trust Agreement. Upon discharge and satisfaction of this Indenture pursuant to Section 4.01, sell, transfer, convey or assign amounts remaining in any manner its rights to and interests in distributions from the Spread Account, including interest after payment of any amounts due and other investment earnings thereon; providedowing to the Noteholders and to the Insurer, that shall be distributed by the Rating Agency Condition is satisfiedIndenture Trustee to the Owner Trustee, or as the Owner Trustee shall direct in accordance with the Trust Agreement to the Certificateholder, and such amounts shall not be subject to any claims or rights of any Noteholder.

Spread Account. (a) On or prior to the Closing Date, the Indenture Trustee shall establish and maintain a segregated trust account with the Indenture Trustee or in the corporate trust department of another Eligible Bank referred to herein as the "Spread Account." The Spread Account shall be maintained in the name of the Indenture Trustee. The Spread Account and any amounts on deposit therein shall be part of the Pledged Assets and shall be for the benefit of the Secured Parties, as their respective interests may appear herein; provided, however, that the interest of the Insurer therein shall be subordinated to the interests of the Noteholders as provided herein. On the Closing Date, the Seller UAC Securitization Corporation shall deposit the applicable Spread Account Initial Deposit into in the Spread Account. (b) If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining Funds on deposit in the Spread Account shall be distributed invested in Eligible Investments in the same manner and subject to the Seller or any transferee or assignee same requirements and limitations as the investment of funds in the Collection Account pursuant to clause Section 9.01, including the limitation that Eligible Investments mature not later than the Business Day prior to the next succeeding Payment Date; provided, however, that no such limitation on the maturity of Eligible Investments shall apply if the Indenture Trustee obtains the benefit of a liquidity facility or similar arrangement from a commercial bank with an Approved Rating or other provider approved in advance in writing by the Insurer and the Administrative Agent, with respect to funds in the Spread Account (e)a "Spread Account Facility") and Standard & Poor's and Moody's confirm in writing that the rating of the Notes will not be lowered or withdrawn as a result of eliminating or modifying the limitation on the maturity of Eligible Investments in respect of the Spread Account. The Seller (and For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture, investment earnings on such transferees and assignees) funds shall be deemed to be available or on deposit only to the extent that the aggregate of such amounts, plus the funds on deposit in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c)such Spread Account, do not exceed the Required Spread Amount. (di ) In the event that the First Principal If on any Payment Amount and the Noteholders’ Distributable Amount for Date (other than a Payment Date exceeds after an Event of Default shall have occurred and be continuing) the amount deposited into of Available Funds is insufficient to make the Note Distribution Account pursuant to distributions required by Sections 5.6(b)(iv9.04(a)(i) through (vii), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date shall withdraw or cause to withdraw be withdrawn from the Spread Account and deposited in the Collection Account the lesser of (x) the entire Available Spread Amount and (y) the amount necessary to make up such deficiency to pay any deficiency in permitted reimbursements of Outstanding Advances pursuant to Section 9.04(a)(i), the Monthly Servicing Fee, Monthly Interest and Monthly Principal (prior to making any draw on such Payment Date an amount equal to such excessthe Policy), to all as provided in Sections 9.02 and 9.04 and the extent of funds available therein, and deposit such amount into the Note Distribution AccountPolicy. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On The Indenture Trustee shall establish and maintain with an Eligible Institution, which may be the Closing DateIndenture Trustee in the name of the Trust, on behalf of the Trust, for the benefit of the Class C Noteholders, a segregated account with the corporate trust department of such Eligible Institution (the "Spread Account"), bearing a designation clearly indicating that the -------------- funds deposited therein are held for the benefit of the Class C Noteholders. Except as otherwise provided in this Section 4.12, the Seller Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the applicable Spread Account Deposit and in all proceeds thereof. The Spread Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Class C Noteholders. If at any time the institution holding the Spread Account ceases to be an Eligible Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days (or such longer period as to which the Rating Agency may consent) establish a new Spread Account meeting the conditions specified above with an Eligible Institution, and shall transfer any cash or any investments to such new Spread Account. The Indenture Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Spread Account from time to time in an amount up to the Available Spread Account Amount at such time, for the purposes set forth in this Indenture Supplement, and (ii) on each Distribution Date prior to termination of the Spread Account, make a deposit into the Spread AccountAccount in the amount specified in, and otherwise in accordance with, Section 4.04(a). (b) Funds on deposit in the Spread Account shall be invested at the direction of the Servicer by the Indenture Trustee in Eligible Investments; provided, however, that, for purposes of the investment of funds on deposit in the Spread Account, references in the definition of "Eligible Investments" to a rating in the "highest rating category" shall be modified to require a rating, from any one of the following Rating Agencies, of at least A-2 by Standard & Poor's, P-2 by ▇▇▇▇▇'▇ or (if such investment is rated by Fitch) F2 by Fitch. Funds on deposit in the Spread Account on any Distribution Date, after giving effect to any withdrawals from and deposits to the Spread Account on such Distribution Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Distribution Date. The Indenture Trustee shall: (i) hold each Eligible Investment that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (A) such investment property shall at all times be credited to a securities account of the Indenture Trustee, (B) such securities intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other person or entity, (C) all property credited to such securities account shall be treated as a financial asset, (D) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (E) such agreement shall be governed by the laws of the State of New York; and (ii) maintain possession of each other Eligible Investment not described in clause (i) above; provided, that no Eligible Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On each Distribution Date (but subject to subsections 4.12(c), 4.12(d) and 4.12(e)), the Investment Earnings, if any, accrued since the preceding Distribution Date on funds on deposit in the Spread Account shall be paid by the Indenture Trustee to the Owner Trustee for distribution to the holders of the Transferor Certificates pursuant to the Trust Agreement. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture Supplement (subject to subsections 4.12(c), 4.12(d) and 4.12(e)), all Investment Earnings shall be deemed not to be available or on deposit. (c) If, on any Distribution Date, the aggregate amount available for distribution pursuant to subsection 4.04(a)(iv) is less than the aggregate amount required to be distributed pursuant to subsection 4.04(a)(iv), the Indenture Trustee, at the direction of the Servicer, shall withdraw from the Spread Account the amount of such deficiency up to the Available Spread Account Amount and, if the Available Spread Account Amount is less than such deficiency, Investment Earnings credited to the Spread Account, and deposit such amount in the Collection Account for payment to the Class C Noteholders in respect of interest on the Class C Notes. (d) On the Series 2000-[.] Final Maturity Date, or on any earlier Distribution Date on which the outstanding principal balance of the Class A Notes and the Class B Notes is paid in full, the Indenture Trustee at the direction of the Servicer shall withdraw from the Spread Account an amount equal to the lesser of (i) the outstanding principal balance of the Class C Notes (after any payments to be made on such date) and (ii) the Available Spread Account Amount and, if the Available Spread Account Amount is less than the amount of such excess, Investment Earnings credited to the Spread Account up to the amount of such excess, and the Indenture Trustee or the Servicer shall deposit such amounts into the Collection Account for distribution to the Class C Noteholders in accordance with subsection 5.02(e). (e) On any day following the occurrence of an Event of Default with respect to Series 2000-[.] and acceleration of the maturity of the Series 2000-[.] Notes pursuant to Section 5.03 of the Indenture, the Servicer shall withdraw from the Spread Account all amounts on deposit therein (including all Investment Earnings, if any, on funds on deposit in the Spread Account) and the Indenture Trustee or the Servicer shall deposit such amounts in the Collection Account for distribution to the Class C Noteholders, the Class A Noteholders and the Class B Noteholders, in that order of priority, in accordance with Section 5.02, to fund any shortfalls in amounts owed to such Noteholders. (f) If on any Distribution Date, after giving effect to all withdrawals from the Spread Account, the Available Spread Account Amount is less than the Required Spread Account Amount then in effect, Reallocated Investor Finance Charge and Administrative Collections and Excess Finance Charge and Administrative Collections shall be deposited into the Spread Account under the circumstances set forth in subsection 4.04(a)(x) up to the amount of the Spread Account Deficiency. (g) After the Spread Account Percentage has been increased above zero pursuant to any of clauses (ii) through (v) of the definition thereof, the Spread Account Percentage shall remain at that percentage until (a) further increased to a higher required percentage specified in clauses (ii) through (v) of the definition thereof or (b) the Distribution Date on which the Quarterly Excess Spread Percentage has increased to a level above that for the then current Spread Account Percentage, in which case the Spread Account Percentage shall be decreased to the appropriate percentage in clauses (ii) through (iv) of the definition thereof (or, if the Excess Spread Percentage is greater than or equal to [.]%, the Spread Account Percentage shall be zero and the Required Spread Account Amount shall be $0). Notwithstanding the foregoing, if an Amortization Event with respect to Series 2000-[.] has occurred, the Spread Account Percentage shall equal [.]% (as provided in the definition of Spread Account Percentage) and shall no longer be subject to reduction. (h) If on any Distribution Date, after giving effect to all withdrawals from and deposits to the Spread Account, the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than would exceed the Specified Required Spread Account Balance for such Payment DateAmount then in effect, the Servicer shall instruct the Indenture Trustee to distribute shall, at the amount written direction of the Servicer, release such excess to the Seller Transferor. On the date on which the Class C Note Principal Balance has been paid in full (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect including amounts to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed paid to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed Class C Noteholders pursuant to this Section 5.7(bsubsection 4.12(d) shall be deemed released from the Trust and the security interest therein granted to above), the Indenture Trustee, and at the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full direction of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the NoteholdersServicer, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on all amounts then remaining in the Spread Account and pay such Payment Date an amount equal to such excess, amounts to the extent of funds available therein, and deposit such amount into Owner Trustee for distribution to the Note Distribution Account. (e) The Seller may at any time, without consent holders of the Noteholders, sell, transfer, convey or assign Transferor Certificates in any manner its rights to and interests in distributions from accordance with the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfiedTrust Agreement.

Spread Account. (a) On or prior to the Closing Date, the Seller Indenture Trustee shall deposit establish and maintain a segregated trust account with the applicable Indenture Trustee or in the corporate trust department of another Eligible Bank referred to herein as the "Spread Account." The Spread Account Deposit shall be maintained in the name of the Indenture Trustee. The Spread Account and any amounts on deposit therein shall be part of the Pledged Assets and shall be for the benefit of Secured Parties, as their respective interests may appear herein; provided, however, that the interest of the Insurer therein shall be subordinated to the interests of the Noteholders as provided herein. (b) Funds on deposit in the Spread Account shall be invested in Eligible Investments in the same manner and subject to the same requirements and limitations as the investment of funds in the Collection Account pursuant to Section 9.01, including the limitation that Eligible Investments mature not later than the Business Day prior to the next succeeding Payment Date; provided, however, that no such limitation on the maturity of Eligible Investments shall apply if the Indenture Trustee obtains the benefit of a liquidity facility or similar arrangement from a commercial bank with an Approved Rating or other provider approved in advance in writing by the Insurer and the Administrative Agent, with respect to funds in the Spread Account (a "Spread Account Facility") and Standard & Poor's and ▇▇▇▇▇'▇ confirm in writing that the rating of the Notes will not be lowered or withdrawn as a result of eliminating or modifying the limitation on the maturity of Eligible Investments in respect of the Spread Account. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture, investment earnings on such funds shall be deemed to be available or on deposit only to the extent that the aggregate of such amounts, plus the funds on deposit in such Spread Account, do not exceed the Required Spread Amount. (c) If on any Payment Date the amount of Available Funds is insufficient to make the distributions required by Sections 9.04(a)(i) through (vi) (after consideration of the adjustment provided in Section 9.04(b)(i)), the Indenture Trustee shall withdraw or cause to be withdrawn from the Spread Account and deposited in the Collection Account the lesser of (i) the entire Available Spread Amount and (ii) the amount necessary to make up such deficiency to pay any deficiency in permitted reimbursements of Outstanding Advances pursuant to Section 9.04(a)(i), the Monthly Servicing Fee, Monthly Interest and Monthly Principal (prior to making any draw on the Policy), all as provided in Sections 9.02 and 9.04 and the Policy. (d) On each Payment Date, all distributions made pursuant to Sections 9.04(a)(x) and 9.04(a)(xii) shall be deposited into the Spread Account. (be) If the amount on deposit in the Spread Account Account, after giving effect to the distributions set forth in Section 9.04 (including, without limitation, payment of amounts due and owing to the Insurer) is greater than the Required Spread Amount on any such Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Datepayment of the Accelerated Principal Amount), the Servicer amount of such excess shall instruct be distributed by the Indenture Trustee to distribute the amount of Owner Trustee, or as the excess to the Seller (and its transferees and assignees Owner Trustee shall direct in writing in accordance with their respective interests); provided, that if, after giving effect the Trust Agreement to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be Certificateholder. Amounts properly distributed to the Seller (Owner Trustee or such transferees or assignees) and shall be retained Certificateholder pursuant to this Section, either directly without deposit in the Spread Account for application or from excess amounts in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) the Spread Account shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from behalf of the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution AccountSecured Parties. (ef) The Seller may at any time, without consent Certificateholder is permitted to purchase the Receivables from the Issuer when the Note Balances have been reduced to 10% or less of the NoteholdersInitial Note Balances pursuant to Section 16.02 of the Trust Agreement. Upon discharge and satisfaction of this Indenture pursuant to Section 16.01, sell, transfer, convey or assign amounts remaining in any manner its rights to and interests in distributions from the Spread Account, including interest after payment of any amounts due and other investment earnings thereon; providedowing to the Noteholders and to the Insurer, that shall be distributed by the Rating Agency Condition is satisfiedIndenture Trustee to the Owner Trustee, or as the Owner Trustee shall direct in accordance with the Trust Agreement to the Certificateholder and such amounts shall not be subject to any claims or rights of any Noteholder.

Spread Account. (a) On The Trustee shall establish and maintain a separate trust account (the Closing Date"Spread Account") titled "[Trustee], as Trustee, in trust for the Seller shall deposit the applicable registered holders of Home Equity Loan Asset Backed Certificates, Series 200_-_." The Spread Account Deposit into shall be an Eligible Account. Amounts on deposit in the Spread AccountAccount will, at the direction of the Transferor, be invested in Eligible Investments maturing no later than the day before the next Payment Date. All income and gain realized from any investment of funds in the Spread Account shall be for the benefit of the Transferor and shall be subject to its withdrawal from time to time. The amount of any losses incurred in respect of the principal amount of any such investments shall be deposited in the Spread Account by the Transferor out of its own funds immediately as realized. (b) If On each Determination Date the Trustee shall determine (i) the extent to which Investor Interest Collections and the amounts, if any, deposited into the Collection Account pursuant to Section 4.05 applied in the order specified in Section 5.01(a) are insufficient to make distributions as provided in clauses (iii), (iv) and (v) of Section 5.01(a) and (ii) the Guaranteed Principal Distribution Amount for the related Payment Date. On each Payment Date the Trustee shall withdraw from the Spread Account and deposit into the Collection Account the lesser of the amount on deposit in the Spread Account on any Payment Date (after giving effect and an amount equal to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount sum of the excess to the Seller amounts, if any, determined in clauses (i) and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as (ii) of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amountspreceding sentence. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) Following the termination of the TrustTrust pursuant to Section 10.01 or 11.02 hereof, any amount remaining the Trustee shall withdraw all amounts then on deposit in the Spread Account shall be distributed and distribute such amounts first to any amounts due and owing to the Seller or Credit Enhancer and then to the Transferor. If on any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from deposit in the Spread Account on exceeds the Spread Account Maximum, the Trustee shall withdraw such Payment Date an amount equal to such excess, excess and distribute it to the extent of funds available therein, and deposit such amount into the Note Distribution AccountTransferor. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On or prior to the Closing Date, the Seller WFSRC4 shall deposit the applicable Spread Account Deposit Initial Amount into the Spread Account. The Spread Account will be held for the benefit of the Securityholders in order to effectuate the subordination of the rights of the Securityholders to the extent described above. (b) On each Distribution Date, the Master Servicer shall instruct the Indenture Trustee to withdraw the Spread Account Balance from the Spread Account and distribute such amount as part of Available Funds in accordance with Section 5.05(a). (c) If any Class of Notes has not been paid in full on any Distribution Date on and after its Final Scheduled Distribution Date (after giving effect to the distribution of Available Funds on such Distribution Date), the Master Servicer shall instruct the Indenture Trustee to distribute from amounts on deposit in the Spread Account to the Holders of that Class of Notes, an amount equal to the lesser of (i) the amount on deposit in the Spread Account on any Payment Date and (after giving effect to all deposits or withdrawals therefrom on such Payment Dateii) is greater than the Specified Spread Account Balance for such Payment Outstanding Amount of that Class of Notes. On each Distribution Date, the Master Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that ifExcess Spread Amount, after giving effect to all payments made on the Notes on such Payment Datedistribution described in the preceding sentence, the Pool Balance as first, to WFSRC4 until WFSRC4 has received full payment of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account Initial Deposit and second, all remaining funds to the Certificate Distribution Account for application distribution to Certificateholders in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from 5.02 of the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amountsAgreement. (cd) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit Amounts held in the Spread Account shall be distributed to invested in the Seller or any transferee or assignee pursuant to clause (emanner specified in Section 5.01(b). The Seller (, and such transferees and assignees) investments shall be made in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In accordance with written instructions from the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv)Master Servicer; provided that, (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct if the Indenture Trustee does not receive any such written instructions prior to any date on which an investment decision must be made, the Indenture Trustee shall invest such Payment Date to withdraw from amounts held in the Spread Account on in Eligible Investments consisting of commercial paper given the highest rating by each Rating Agency at the time of such Payment Date an amount equal investment. All such investments shall be made in the name of the Indenture Trustee or its nominee and such investments shall not be sold or disposed of prior to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Accounttheir maturity. (e) The Seller may at any time, without consent Upon termination of the NoteholdersIssuer pursuant to Section 9.01, sell, transfer, convey or assign any amounts on deposit in any manner its rights to and interests in distributions from the Spread Account, including interest after payments of amounts due to the Securityholders, will be distributed first, to WFSRC4 until WFSRC4 has received full repayment of the Spread Account Initial Deposit and other investment earnings thereon; providedsecond, that to the Rating Agency Condition is satisfiedCertificate Distribution Account for distribution to Certificateholders in accordance with the Section 5.02 of the Trust Agreement.

Spread Account. (a) On the Closing Date [and on each Subsequent Transfer Date], the Seller shall deposit the applicable Spread Account [Initial] Deposit into the Spread Account. (b) If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller Certificateholders (and its their transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, [the sum of] the Pool Balance [and the Pre-Funded Amount] as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller Certificateholders (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, [the Counterparties,] the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller Certificateholders or any transferee or assignee pursuant to clause (e). The Seller Certificateholders (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) [In the event that the [sum of (x) the] First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date Date[, (y) the Net Swap Payments (including interest on any overdue Net Swap Payments) for a Payment Date, if any, and (z) the Priority Swap Termination Payments payable by the Issuing Entity, if any,] exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account.] (e) [The Seller Certificateholders may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its their rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon[; provided, that the Rating Agency Condition is satisfied].]

Spread Account. (a) On The Servicer, for the Closing Datebenefit of the Class A Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, a segregated trust account with a Qualified Depository Institution bearing a designation clearly indicating that the funds deposited therein are held in the name of the Trustee for the benefit of the Class A Certificateholders (the "Spread Account"). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Spread Account and in all proceeds thereof. The Spread Account shall be under the sole dominion and control of the Trustee for the benefit of the Class A Certificateholders. Except as expressly provided in this Agreement, the Seller Servicer agrees that it shall deposit have no right of setoff or banker's lien against, and no right to otherwise deduct from, any funds held in the applicable Spread Account Deposit into for any amount owed to it by the Trustee, the Trust, or any Class A Certificateholder. If, at any time, the Trustee is advised in writing by the Servicer that the institution holding the Spread Account ceases to be a Qualified Depository Institution, the Trustee upon receiving such notice by the Servicer (or the Servicer on its behalf) shall promptly (but in any event within 20 Business Days) establish a new Spread Account with a Qualified Depository Institution meeting the conditions specified above, transfer any cash or any investments to such new Spread Account and from the date such new Spread Account is established, it shall be the "Spread Account." (b) If Funds on deposit in the amount Spread Account shall at the direction of the Servicer be invested by the Trustee in Permitted Investments selected by the Servicer. All such Permitted Investments shall be held by the Trustee for the benefit of the Class A Certificateholders. The Trustee shall maintain for the benefit of the Class A Certificateholders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. Funds on deposit in the Spread Account on any Payment Date date (after giving effect to all deposits or any withdrawals therefrom from the Spread Account on such Payment Datedate) is greater than will be invested in Permitted Investments that will mature so that funds will be available for withdrawal on the Specified Spread Account Balance for Distribution Date following such Payment date. On each Determination Date, the Servicer shall instruct the Indenture Trustee to distribute withdraw on the amount of related Distribution Date from the excess Spread Account and deposit in the Collection Account all interest and earnings on funds on deposit in the Spread Account, for application as Available Funds on such Distribution Date. (c) If on any Distribution Date, any Class A Required Amount remains unfunded after all amounts distributed with respect thereto pursuant to Sections 4.9, 4.11 and 4.16, the Seller (Servicer shall instruct the Trustee in writing to withdraw and its transferees and assignees the Trustee, acting in accordance with their respective interestssuch instructions, shall withdraw, amounts on deposit in the Spread Account on such date to fund any such deficiency in accordance with and in the order of priority set forth in subsections 4.9(a)(i) through (v); provided, that if. (d) If, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed deposits to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw withdrawals from the Spread Account on such Payment Date with respect to any Distribution Date, the Spread Account Amount shall exceed the Required Spread Account Amount, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw an amount equal to such excessexcess from the Spread Account, and pay such amount to the extent of funds available therein, and deposit such amount into the Note Distribution AccountSeller. (e) The Seller may at any timeTrustee, without consent acting in accordance with the instructions of the NoteholdersServicer, sell, transfer, convey or assign shall from time to time deposit in any manner its rights to and interests in distributions from the Spread AccountAccount (i) a portion of the proceeds of any Incremental Funding under this Supplement, including interest if necessary to cause the Spread Account Amount to at least equal the Required Spread Account Amount on such date and other investment earnings thereon; provided, that (ii) funds otherwise required to be deposited in the Rating Agency Condition is satisfiedSpread Account pursuant to Section 4.9(a)(ix).

Spread Account. (a) On or prior to the Closing Date, the Seller Indenture Trustee shall establish and maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the Trust, on behalf of the Trust, for the benefit of the Class C Noteholders and the Transferor, a segregated account (the “Spread Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class C Noteholders and the Transferor. Except as otherwise provided in this Section 4.11, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the applicable Spread Account Deposit and in all proceeds thereof. The Spread Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Class C Noteholders and the holder of the Transferor Interest. If at any time the institution holding the Spread Account ceases to be an Eligible Institution, the Servicer shall notify the Indenture Trustee in writing, and the Indenture Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days (or such longer period as to which the Rating Agencies may consent) establish a new Spread Account meeting the conditions specified above with an Eligible Institution and shall transfer any cash or any investments to such new Spread Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Spread Account from time to time in an amount up to the Available Spread Account Amount at such time, for the purposes set forth in this Indenture Supplement, and (ii) on each Transfer Date prior to termination of the Spread Account, make a deposit into the Spread AccountAccount in the amount specified in, and otherwise in accordance with, Section 4.11(f). (b) Funds on deposit in the Spread Account shall be invested at the written direction of the Servicer by the Indenture Trustee in Eligible Investments. Funds on deposit in the Spread Account on any Transfer Date, after giving effect to any withdrawals from and deposits to the Spread Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. On each Transfer Date (but subject to Section 4.11(c)), the Investment Earnings, if any, accrued since the preceding Transfer Date on funds on deposit in the Spread Account shall be retained in the Spread Account (to the extent that the Available Spread Account Amount is less than the Required Spread Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture Supplement (subject to Section 4.11(c)), all Investment Earnings shall be deemed not to be available or on deposit. (c) If, on any Transfer Date, the aggregate amount of Available Finance Charge Collections available for deposit into the Distribution Account pursuant to subsection 4.4(a)(v) is less than the aggregate amount required to be deposited pursuant to subsection 4.4(a)(v), the Indenture Trustee, at the written direction of the Servicer, shall withdraw from the Spread Account the amount of such deficiency up to the Available Spread Account Amount and, if the Available Spread Account Amount is less than such deficiency, Investment Earnings credited to the Spread Account, and deposit such amount in the Distribution Account to fund any deficiency pursuant to subsection 4.4(a)(v). (d) On the earlier of Series 2012-A Final Maturity Date and the date on which the Class A Note Principal Balance, the Class M Note Principal Balance and the Class B Note Principal Balance have been paid in full, after applying any funds on deposit in the Spread Account as described in Section 4.11(c), the Indenture Trustee at the written direction of the Servicer shall withdraw from the Spread Account an amount equal to the lesser of (i) the Class C Note Principal Balance (after any payments to be made pursuant to Section 4.4(c) on such date) and (ii) the Available Spread Account Amount and, if the Available Spread Account Amount is not sufficient to reduce the Class C Note Principal Balance to zero, Investment Earnings credited to the Spread Account up to the amount required to reduce the Class C Note Principal Balance to zero, and the Indenture Trustee upon the written direction of the Servicer or the Servicer shall deposit such amounts into the Distribution Account for distribution to the Class C Noteholders in accordance with Section 5.2(f). (e) On any day following the occurrence of an Event of Default with respect to Series 2012-A and acceleration of the maturity of the Series 2012-A Notes pursuant to Section 5.3 of the Indenture, Servicer shall withdraw from the Spread Account an amount equal to the Available Spread Account Amount and Indenture Trustee or Servicer shall deposit such amounts into the Distribution Account for distribution to the Class C Noteholders, the Class A Noteholders, the Class M Noteholders, the Class B Noteholders and the Class D Noteholders, in that order of priority, in accordance with Section 5.2, to fund any shortfalls in amounts owed to such Noteholders. (f) If on any Transfer Date, after giving effect to all withdrawals from the Spread Account, the Available Spread Account Amount is less than the Required Spread Account Amount then in effect, Available Finance Charge Collections, to the extent available, shall be deposited into the Spread Account pursuant to subsection 4.4(a)(x) up to the amount of the Spread Account Deficiency. (g) If, after giving effect to all deposits to and withdrawals from the Spread Account with respect to any Transfer Date, the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than exceeds the Specified Required Spread Account Balance for such Payment DateAmount, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees acting in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as instructions of the first day of the Collection Period in which such Payment Date occurs is less than the Note BalanceServicer, shall withdraw an amount equal to such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in from the Spread Account for application and distribute such amount to the Transferor. On the date on which the Class C Note Principal Balance has been paid in accordance with this Agreement. Amounts properly distributed full, after making any payments to the Noteholders required pursuant to this Section 5.7(bSections 4.11(c), (d) shall be deemed released from the Trust and the security interest therein granted to (e), the Indenture Trustee, and at the Seller (and such transferees and assignees) written direction of Servicer, shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on all amounts then remaining in the Spread Account and pay such Payment Date an amount equal to such excess, amounts to the extent of funds available therein, and deposit such amount into the Note Distribution AccountTransferor. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On or prior to the Closing Date, the Seller Indenture Trustee shall establish and maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the Trust, on behalf of the Trust, for the benefit of the Class C Noteholders and the Transferor, a segregated account (the "SPREAD ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class C Noteholders and the Transferor. Except as otherwise provided in this SECTION 4.12, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the applicable Spread Account Deposit and in all proceeds thereof. The Spread Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Class C Noteholders and the holder of the Transferor Interest. If at any time the institution holding the Spread Account ceases to be an Eligible Institution, the Servicer shall notify the Indenture Trustee in writing, and the Indenture Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days (or such longer period as to which the Rating Agencies may consent) establish a new Spread Account meeting the conditions specified above with an Eligible Institution and shall transfer any cash or any investments to such new Spread Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Spread Account from time to time in an amount up to the Available Spread Account Amount at such time, for the purposes set forth in this Indenture Supplement, and (ii) on each Transfer Date prior to termination of the Spread Account, make a deposit into the Spread AccountAccount in the amount specified in, and otherwise in accordance with, SUBSECTION 4.12(f). (b) Funds on deposit in the Spread Account shall be invested at the written direction of the Servicer by the Indenture Trustee in Eligible Investments. Funds on deposit in the Spread Account on any Transfer Date, after giving effect to any withdrawals from and deposits to the Spread Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Indenture Trustee shall hold such of the Eligible Investments as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit in the State of New York. The Indenture Trustee shall hold such of the Eligible Investments as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (a) such investment property shall at all times be credited to a securities account of the Indenture Trustee, (b) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property credited to such securities account shall be treated as a financial asset, (d) such securities intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other person or entity, (e) such securities intermediary will not agree with any person or entity other than the Indenture Trustee to comply with entitlement orders originated by such other person or entity, (f) such securities accounts and the property credited thereto shall not be subject to any lien, security interest, or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Indenture Trustee), and (g) such agreement shall be governed by the laws of the State of New York. Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. Except as permitted by this SUBSECTION 4.12(b), the Indenture Trustee shall not hold Eligible Investments through an agent or a nominee. On each Transfer Date (but subject to SUBSECTION 4.12(c)), the Investment Earnings, if any, accrued since the preceding Transfer Date on funds on deposit in the Spread Account shall be retained in the Spread Account (to the extent that the Available Spread Account Amount is less than the Required Spread Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture Supplement (subject to SUBSECTION 4.12(c)), all Investment Earnings shall be deemed not to be available or on deposit. (c) If, on any Transfer Date, the aggregate amount of Available Finance Charge Collections and the amount, if any, withdrawn from the Cash Collateral Account available for deposit into the Distribution Account pursuant to SUBSECTION 4.4(a)(iv) and 4.11(c), respectively, is less than the aggregate amount required to be deposited pursuant to SUBSECTION 4.4(a)(iv), the Indenture Trustee, at the written direction of the Servicer, shall withdraw from the Spread Account the amount of such deficiency up to the Available Spread Account Amount and, if the Available Spread Account Amount is less than such deficiency, Investment Earnings credited to the Spread Account, and deposit such amount in the Distribution Account to fund any deficiency pursuant to subsection 4.4(a)(iv). (d) On the earlier of Series [200_-_] Final Maturity Date and the date on which the Class A Note Principal Balance and the Class B Note Principal Balance have been paid in full, 32 after applying any funds on deposit in the Spread Account as described in SECTION 4.12(c), the Indenture Trustee at the written direction of the Servicer shall withdraw from the Spread Account an amount equal to the lesser of (i) the Class C Note Principal Balance (after any payments to be made pursuant to SUBSECTION 4.4(c) on such date) and (ii) the Available Spread Account Amount and, if the Available Spread Account Amount is not sufficient to reduce the Class C Note Principal Balance to zero, Investment Earnings credited to the Spread Account up to the amount required to reduce the Class C Note Principal Balance to zero, and the Indenture Trustee upon the written direction of the Servicer or the Servicer shall deposit such amounts into the Collection Account for distribution to the Class C Noteholders in accordance with SUBSECTION 5.2(e). (e) On any day following the occurrence of an Event of Default with respect to Series [200_-_] and acceleration of the maturity of the Series [200_-_] Notes pursuant to SECTION 5.3 of the Indenture, Servicer shall withdraw from the Spread Account an amount equal to the Available Spread Account Amount and Indenture Trustee or Servicer shall deposit such amounts into the Distribution Account for distribution to the Class C Noteholders, the Class A Noteholders and the Class B Noteholders, in that order of priority, in accordance with SECTION 5.2, to fund any shortfalls in amounts owed to such Noteholders. (f) If on any Transfer Date, after giving effect to all withdrawals from the Spread Account, the Available Spread Account Amount is less than the Required Spread Account Amount then in effect, Available Finance Charge Collections shall be deposited into the Spread Account pursuant to SUBSECTION 4.4(a)(ix) up to the amount of the Spread Account Deficiency. (g) If, after giving effect to all deposits to and withdrawals from the Spread Account with respect to any Transfer Date, the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than exceeds the Specified Required Spread Account Balance for such Payment DateAmount, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees acting in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as instructions of the first day of the Collection Period in which such Payment Date occurs is less than the Note BalanceServicer, shall withdraw an amount equal to such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in from the Spread Account for application and distribute such amount to the Transferor. On the date on which the Class C Note Principal Balance has been paid in accordance with this Agreement. Amounts properly distributed full, after making any payments to the Noteholders required pursuant to this Section 5.7(bSUBSECTIONS 4.12(c), (d) shall be deemed released from the Trust and the security interest therein granted to (e), the Indenture Trustee, and at the Seller (and such transferees and assignees) written direction of Servicer, shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on all amounts then remaining in the Spread Account and pay such Payment Date an amount equal to such excess, amounts to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent holders of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfiedTransferor Interest.

Spread Account. (a) On The Receivables Trustee shall establish and maintain with a Qualified Institution, in the Closing Datename of the Receivables Trustee, held on Segregated Bare Trust for the Seller benefit of the Loan Note Issuer, an account with such Qualified Institution (the ‘‘Spread Account’’), bearing a designation clearly indicating that the funds deposited therein are held on Segregated Bare Trust for the benefit of the Loan Note Issuer and identified for Class C. (b) The Receivables Trustee, as trustee of the Segregated Bare Trust for the sole benefit of the Loan Note Issuer as Series 2007-1 Investor Beneficiary shall possess all legal right, title and interest in all funds on deposit from time to time in the applicable Spread Account Deposit into and in all proceeds thereof. The Spread Account shall be a Trust Account for the purposes of the Receivables Trust Deed and Servicing Agreement and all amounts deposited therein shall be regarded as segregated for the benefit of the Series 2007-1 Investor Beneficiary in respect of Class C. Amounts credited to the Spread Account will be calculated as referable to (A) Class C to the extent of amounts deposited in the Spread Account pursuant to Clause 5.18(d)(i) and investment earnings credited pursuant to Clause 5.18(j)(i) less the aggregate of that portion of all Total Withdrawal Amounts withdrawn from time to time pursuant to Clause 5.18(d)(ii)(B) which utilised amounts are calculated as referable to Class C Investor Interest; and (B) to the Loan Note Issuer in respect of Series 2007-1 to the extent of investment earnings on amounts deposited in the Spread Account as calculated pursuant to Clause 5.18(d). (c) If at any time the institution holding the Spread Account ceases to be a Qualified Institution the Servicer shall notify the Receivables Trustee, and the Receivables Trustee upon being notified shall, within 10 Business Days, establish (or direct the Servicer to establish) a new Spread Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Spread Account. (bd) If The Receivables Trustee, acting on the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount advice of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); providedServicer, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.shall:

Spread Account. (a) On or prior to the Closing Date, the Seller Trustee shall deposit establish and maintain a segregated trust account with the applicable Trustee or in the corporate trust department of another Eligible Bank referred to herein as the "Spread Account." The Spread Account Deposit shall be maintained in the name of the Trustee. The Spread Account and any amounts on deposit therein shall be part of the Trust and shall be for the benefit of the Certificateholders and the Surety Bond Issuer, as their respective interests may appear herein; provided, however, that the interest of the Surety Bond Issuer and the Class IC Certificateholder shall be subordinated to the interests of the other Certificateholders as provided herein. (b) Funds on deposit in the Spread Account shall be invested in Eligible Investments in the same manner and subject to the same requirements and limitations as the investment of funds in the Certificate Account pursuant to Section 9.01, including the limitation that Eligible Investments mature not later than the Business Day prior to the next succeeding Distribution Date; provided, however, no such limitation on the maturity of Eligible Investments shall apply if the Trust obtains the benefit of a liquidity facility or similar arrangement from a commercial bank with an Approved Rating or other provider approved in advance in writing by the Surety Bond Issuer, with respect to funds in the Spread Account (a "Spread Account Facility") and Standard & Poor's and Moody's confirm in writing that the rating of the Certificates will not be lowered or withdrawn as a result of eliminating or modifying the limitation on the maturity of Permitted Investments in respect of the Spread Account. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Agreement, investment earnings on such funds shall be deemed to be available or on deposit only to the extent that the aggregate of such amounts, plus the funds on deposit in the Spread Account, do not exceed the Required Spread Amount. (c) If on any Distribution Date the amount of Available Funds is insufficient to make the distributions required by Sections 9.04(a)(i) through (iii), the Trustee shall withdraw or cause to be withdrawn from the Spread Account and deposited in the Certificate Account the lesser of (i) the entire Available Spread Amount and (ii) the amount necessary to make up such deficiency to pay any deficiency in permitted reimbursements of Outstanding Advances pursuant to Section 9.04(a)(i), the Monthly Servicing Fee, Monthly Interest and Monthly Principal (prior to making any draw on the Surety Bond), all as provided in Sections 9.02 and 9.04 and the Surety Bond. (d) On each Distribution Date, all distributions made pursuant to Section 9.04(a) (vii) shall be deposited into the Spread Account. (be) If the amount on deposit in the Spread Account on any Payment Date (Account, after giving effect to all deposits or withdrawals therefrom on such Payment Datethe distributions set forth in Section 9.04 (including, without limitation, payment of amounts due and owing to the Surety Bond Issuer) is greater than the Specified Required Spread Account Balance for Amount on such Payment Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained Class IC Certificateholder. Amounts properly distributed to the Class IC Certificateholder pursuant to this Section, either directly without deposit in the Spread Account for application or from excess amounts in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) the Spread Account shall be deemed released from the Trust and the from any security interest therein granted to of the Indenture Trustee, and Trustee or the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amountsSurety Bond Issuer. (cf) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) Upon the termination of the Trustthis Agreement, any amount amounts remaining on deposit in the Spread Account Account, after payment of any amounts due and owing to the Class A Certificateholders and the Class I Certificateholders and to the Surety Bond Issuer, shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (Class IC Certificateholder and such transferees amounts shall not be subject to any claims or rights of the other Certificateholders to the extent that such action is not inconsistent with Section 6(b)(ii) and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c)9 of Annex A hereto. (dg) In On the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Closing Date, the Servicer Depositor shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date deposit an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account. one percent (e1%) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from Initial Certificate Balance into the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) The Spread Account will be held for the benefit of the Noteholders and the Insurer. On or prior to the Closing Date, the Seller Issuer shall deposit or cause to have deposited an amount equal to the applicable Spread Account Initial Deposit into the Spread AccountAccount from the net proceeds of the sale of the Notes. (b) On each Distribution Date, the Indenture Trustee, based solely on the Distribution Date Statement, shall withdraw funds from the Spread Account, to the extent funds are on deposit therein, equal to the amount by which the sum of the amounts set forth in Section 4.03(a), clauses (i) though (vii), with respect to such Distribution Date exceeds the amount of Available Funds for such Distribution Date. The Indenture Trustee shall deposit any such funds withdrawn from the Spread Account into the Payment Account to be distributed pursuant to Section 4.03(a). Funds shall also be withdrawn from the Spread Account by the Indenture Trustee, as directed by the Insurer to reimburse the Insurer for any draws under the Insurance Policy with respect to any Preference Amount. If the amount on deposit in the Spread Account on any Payment Distribution Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment DateDistribution Date other than withdrawals relating to distributions to be made pursuant to this sentence) is greater than exceeds the Specified Spread Account Balance for such Payment DateRequired Amount set forth in the Insurance Agreement, the Servicer shall instruct the Indenture Trustee shall, based solely on the Distribution Date Statement, distribute any excess first, to distribute the amount Insurer, to the extent of any amounts owing to the Insurer pursuant to the Insurance Agreement, and then to the Seller. Upon any such distributions to the Insurer the Noteholders will have no further rights in, or claims to, such distributed amounts. None of the excess Noteholders, the Indenture Trustee, the Owner Trustee, the Seller or the Insurer will be required to refund any amounts properly distributed to them, whether or not there are sufficient funds on any subsequent Distribution Date to make full distributions to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as Noteholders. The obligations of the first day of Insurer under the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall Insurance Policy will not be diminished or otherwise affected by any amounts distributed to the Seller Insurer. (or such transferees or assigneesc) and shall be retained Amounts held in the Spread Account for application shall be invested in the manner specified in Section 4.01(b) and (c), and such investments shall be made in accordance with this Agreementwritten instructions from the Servicer; provided that, if the Indenture Trustee does not receive any such written instructions prior to any date on which an investment decision must be made, the funds held in the Spread Account shall be invested in Eligible Investments as described in clause (e) of the definition thereof. Amounts properly distributed All such investments shall be made in the name of the Indenture Trustee or its nominee and such investments shall not be sold or disposed of prior to their maturity. In no event shall the Indenture Trustee be liable for investment losses pursuant to this Section 5.7(b4.04(c). (d) With respect to the Trust Account Property relating to the Spread Account, the Indenture Trustee agrees that, subject at all times to the terms of the Securities Account Control Agreement: (i) any Trust Account Property that is held in deposit accounts shall be deemed released from held solely in the Trust name of the Indenture Trustee, as collateral agent, with the Indenture Trustee. The Spread Account shall be subject to the exclusive custody and the security interest therein granted to control of the Indenture Trustee, and the Seller (and such transferees and assignees) Indenture Trustee shall in no event thereafter be required to refund any such distributed amountshave sole signatory authority with respect thereto. (ii) Any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee, as collateral agent, in accordance with clause (a) of the definition of "Delivery" and shall be held, pending maturity or disposition, solely by the Indenture Trustee, as collateral agent, or a securities intermediary, as such term is defined in Section 8-102(a)(14) of the UCC, acting solely for the Indenture Trustee, as collateral agent. (iii) Any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with clause (b) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, as collateral agent, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph. (iv) Any Trust Account Property that is an "uncertificated security" under Article 8 of the UCC and that is not governed by clause (iii) above shall be delivered to the Indenture Trustee, as collateral agent, in accordance with clause (c) Following: of the definition of "Delivery" and shall be maintained by the Indenture Trustee, as collateral agent, pending maturity or disposition through continued registration of the Indenture Trustee's or its securities intermediary's (ior its custodian's or its nominee's) ownership of such security, in its capacity as collateral agent. Effective upon delivery of any Trust Account Property in the form of physical property, book-entry securities or uncertficiated securities, the Indenture Trustee shall be deemed to have purchased such Trust Account Property for value, in good faith and without notice of any adverse claim thereto. The Indenture Trustee shall not enter into any subordination or intercreditor agreement with respect to the Trust Account Property. (e) Ninety-one (91) days following the termination of the Trust pursuant to Section 9.01 of the Owner Trust Agreement, any amounts on deposit in the Spread Account, after payments of amounts due to the Noteholders and all amounts due to the Insurer pursuant to the Insurance Agreement, shall be paid to the Seller; provided, however, that if an insolvency preceding with respect to any of the Seller, the Servicer, the Indenture Trustee or the Noteholders (collectively, the "Potential Preference Parties") shall have occurred during the period ending ninety-one (91) days after payment in full to the Noteholders of all amounts payable with respect to the Notes and the payment in full of the aggregate Outstanding Repayment Amount of then the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining funds on deposit in the Spread Account shall be distributed retained until the date all applicable statute of limitation periods with respect to all applicable preference actions and periods have expired and during which time no preference action or similar proceeding at law or in equity is commenced, at which time, the Indenture Trustee shall release all amounts in the Spread Account to the Seller Seller. In the event that any preference action referred to above is commenced during any applicable statute of limitations period, funds deposited in the Spread Account shall be retained until the date on which there is a final determination by a court of competent jurisdiction as to whether any payment or any transferee or assignee payments made pursuant to clause (e)this Agreement, the Indenture or the Insurance Agreement is recoverable from the Insurer or the Noteholders. The Seller (If it is so determined that a payment is so recoverable, funds deposited in the Spread Account shall be applied by the Indenture Trustee at the written direction of the Insurer, first to pay any and all such transferees claims with respect to such preference actions as the Noteholders and assignees) shall in no event the Insurer may be required to refund pay and then to the Seller. If it is determined that any such payment is not recoverable, the Indenture Trustee shall release all amounts properly distributed pursuant on deposit in the Spread Account to the Seller, upon receipt from the Insurer of both a final order determining that such payments are not recoverable and an opinion of nationally recognized bankruptcy counsel to the effect that such appeal is final and not subject to appeal. For purposes of compliance with this Section 5.7(c)4.04, the Indenture Trustee shall be entitled to rely on written instructions from the Insurer. (df) In the event that the First Principal Payment Amount and Seller seeks to have the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) amounts remaining on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from deposit in the Spread Account on such Payment Date an amount equal released to such excessit prior to the expiration of the ninety-one (91) day period specified in Section 4.04(d) above, then, if (i) amounts payable with respect to the Notes have been fully paid to the Noteholders, (ii) the Repayment Amount and all other amounts owing to the Insurer pursuant to the Insurance Agreement have been paid in full, (iii) no insolvency proceeding described in Section 7.01 (d) or (e) has occurred with respect to the Potential Preference Parties, and (iv) either (A) the long term unsecured debt of the Seller and the Servicer is rated BBB- or better by Standard & Poor's and Baa3 or better by Moody's, (B) the Insurer shall have received a favorable opinion or opinions, satisfactory in form and substance to the Insurer, from counsel to AutoNation Financial Services, the Seller and the Servicer, to the extent of funds available therein, and deposit such amount into effect that in the Note Distribution Account. event an insolvency proceeding described in Sections 7.01 (d) or (e) The Seller may at any timewere to occur with respect to the Potential Preference Parties, without consent of no payment pursuant to this Agreement or the Insurance Agreement would be recoverable from either the Insurer or the Noteholders, selland such other matters as the Insurer may reasonably request, transferor (C) the Insurer, convey or assign in its sole discretion, elects to have the remaining amounts on deposit in the Spread Account paid to the Seller, then, in any manner its rights to and interests such event, all remaining amounts on deposit in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that Account shall be paid to the Rating Agency Condition is satisfiedSeller.

Spread Account. (a) On Subject to the Closing Datethree Business Day funding requirement set forth in clauses (c) and (d) of this Section 5.11, the Seller Company shall deposit maintain at all times a minimum balance in the applicable Spread Account Deposit into equal to the Required Spread AccountAccount Amount. (b) If On each Credit Date and on each Interest Payment Date, and on any other Business Day in accordance with Section 2.15(a), the amount on Company shall deposit in the Spread Account on any Payment Date an amount equal to the excess of (after giving effect to all deposits or withdrawals therefrom on such Payment Datei) is greater than the Specified Required Spread Account Balance for such Payment Date, Amount over (ii) the Servicer shall instruct the Indenture Trustee to distribute the amount balance of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and on such transferees and assignees) shall in no event thereafter be required to refund any such distributed amountsCredit Date. (c) Following: If at any time, the three-month average Excess Spread Ratio drops below an Excess Spread Ratio Threshold as set forth below (such occurrence an “Excess Spread Ratio Event”), (i) the payment applicable Spread Account Increase Percentage set forth in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to table below shall be distributed hereunder or under the Indenture added to the Noteholders, the Trustee and the Indenture Trustee Initial Required Spread Account Percentage and (ii) the termination of the Trust, any amount remaining on Company shall deposit in the Spread Account shall be distributed within three Business Days an amount equal to the Seller or any transferee or assignee pursuant excess of (A) the Required Spread Account Amount over (B) the balance of the Spread Account immediately prior to clause (e). The Seller (and making such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c)deposit. (d) In the event that the First one-month Principal Payment Amount and the Noteholders’ Distributable Amount for Delinquency Ratio is greater than a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(ivPrincipal Delinquency Ratio Threshold as set forth below (such occurrence a “Principal Delinquency Ratio Event”), (v), (vi), (viii) the applicable Spread Account Increase Percentage set forth in the table below shall be added to the Initial Required Spread Account Percentage and (viiiii) on such Payment Date, the Servicer Company shall instruct the Indenture Trustee on such Payment Date to withdraw from deposit in the Spread Account on such Payment Date within three Business Days an amount equal to the excess of (A) the Required Spread Account Amount over (B) the balance of the Spread Account immediately prior to making such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Accountdeposit. (e) The Seller may at any timeIn the event that the one-month Total Payment Ratio drops below a Total Payment Ratio Threshold as set forth below (such occurrence a “Total Payment Ratio Event”), without consent (i) the applicable Spread Account Increase Percentage set forth in the table below shall be added to the Initial Required Spread Account Percentage and (ii) the Company shall deposit in the Spread Account within three Business Days an amount equal to the excess of (A) the Required Spread Account Amount over (B) the balance of the NoteholdersSpread Account immediately prior to making such deposit. (f) After the occurrence of a Spread Account Increase Event, sell(i) if the Excess Spread Ratio exceeds the Excess Spread Ratio Threshold that triggered such Spread Account Increase Event for three consecutive months or (ii) if the Principal Delinquency Ratio is less than the Principal Delinquency Ratio Threshold or the Total Payment Ratio exceeds the Total Payment Ratio Threshold, transferas the case may be, convey or assign in that triggered such Spread Account Increase Event for one month, such Spread Account Increase Event shall no longer be continuing, the Required Spread Account Percentage shall be adjusted accordingly and any manner its rights Excess Spread Account Amounts (after giving effect to and interests in distributions from the adjustments to the Required Spread AccountAccount Percentage) shall be released to the Company, including interest and other investment earnings thereon; provided, that the Rating Agency Condition that, no Default or Event of Default has occurred and is satisfiedcontinuing, and no Borrowing Base Deficiency exists.

Spread Account. (a) On the Closing Date and on each Subsequent Transfer Date, the Seller shall deposit the applicable Spread Account Initial Deposit into the Spread Account. (b) If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the sum of the Pool Balance and the Pre-Funded Amount as of the first day of the Collection Period in which such Payment Date occurs is less than the sum of the Note Balance and the Certificate Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and sum of (x) the Noteholders’ Distributable Amount for a Payment Date Date, (y) the Net Swap Payment (including interest on any overdue Net Swap Payment) for a Payment Date, if any, and (z) the Swap Termination Payment payable by the Issuer, if any, exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv5.6(b) (iv), (v), (vi), (vii) ), and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On or prior to the Closing Date, the Seller Owner Trustee, on behalf of the Seller, shall deposit the applicable [Spread Account Deposit Initial Deposit] into the Spread AccountAccount from the net proceeds of the sale of the Notes and the Certificates. The Spread Account will be held for the benefit of the 55 57 Securityholders and the Insurer in order to effectuate the subordination of the rights of the Securityholders to the extent described above. (b) If On each Calculation Day or Distribution Date on which both (i) the amount on deposit in the Spread Account on any Payment Date [Funded Amount] (after giving effect to all deposits or to, and withdrawals therefrom from, the Spread Account on such Payment Distribution Date) is greater equals or exceeds the [Minimum Funded Amount] and (ii) the [Funded Amount] equals or exceeds than the [Specified Spread Account Balance for such Payment DateBalance], the Servicer shall instruct the Indenture Trustee to distribute an amount in cash equal to the lesser of (A) the amount by which the [Funded Amount] exceeds the [Minimum Funded Amount] and (B) the amount by which the [Funded Amount] exceeds the [Specified Spread Account Balance], first, to the Insurer, to the extent of the excess any [Unreimbursed Insurer Amounts], second, to the Seller (until the Seller has received an amount equal to the [Spread Account Initial Deposit] and its transferees and assignees in accordance with their respective interests); providedthird, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained the Company in the Spread Account for application in accordance with this Agreementproportions of 99% and 1%, respectively. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted Upon any such distribution to the Indenture TrusteeInsurer, and the Seller (and or the Company, Securityholders will have no further rights in, or claims to, such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit Amounts held in the Spread Account shall be distributed to invested in the Seller or any transferee or assignee pursuant to clause (emanner specified in Section 5.01(b). The Seller (, and such transferees investments shall be made in accordance with written instructions from the Servicer; provided that, if the Indenture Trustee does not receive any such written instructions prior to any date on which an investment decision must be made, the Indenture Trustee shall invest such amounts held in the Spread Account in Eligible Investments consisting of commercial paper given the highest rating by each Rating Agency at the time of such investment. All such investments shall be made in the name of the Indenture Trustee or its nominee and assignees) such investments shall in no event not be required sold or disposed of prior to refund any amounts properly distributed pursuant to this Section 5.7(c)their maturity. (d) In Upon termination of the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account Trust pursuant to Sections 5.6(b)(iv)Section 9.01, (v), (vi), (vii) and (viii) any amounts on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; providedafter payments of amounts due to the Securityholders or the Insurer (if there exists any [Unreimbursed Insurer Amounts]), that will be paid to the Rating Agency Condition is satisfiedSeller.

Spread Account. (a) On or prior to the Closing Date, the Seller Indenture Trustee shall establish and maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the Trust, on behalf of the Trust, for the benefit of the Class C Noteholders and the Transferor, a segregated account (the “Spread Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class C Noteholders and the Transferor. Except as otherwise provided in this Section 4.12, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the applicable Spread Account Deposit and in all proceeds thereof. The Spread Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Class C Noteholders and the holder of the Transferor Interest. If at any time the institution holding the Spread Account ceases to be an Eligible Institution, the Servicer shall notify the Indenture Trustee in writing, and the Indenture Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days (or such longer period as to which the Rating Agencies may consent) establish a new Spread Account meeting the conditions specified above with an Eligible Institution and shall transfer any cash or any investments to such new Spread Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Spread Account from time to time in an amount up to the Available Spread Account Amount at such time, for the purposes set forth in this Indenture Supplement, and (ii) on each Transfer Date prior to termination of the Spread Account, make a deposit into the Spread AccountAccount in the amount specified in, and otherwise in accordance with, subsection 4.12(f). (b) Funds on deposit in the Spread Account shall be invested at the written direction of the Servicer by the Indenture Trustee in Eligible Investments. Funds on deposit in the Spread Account on any Transfer Date, after giving effect to any withdrawals from and deposits to the Spread Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. On each Transfer Date (but subject to subsection 4.12(c)), the Investment Earnings, if any, accrued since the preceding Transfer Date on funds on deposit in the Spread Account shall be retained in the Spread Account (to the extent that the Available Spread Account Amount is less than the Required Spread Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture Supplement (subject to subsection 4.12(c)), all Investment Earnings shall be deemed not to be available or on deposit. (c) If, on any Transfer Date, the aggregate amount of Available Finance Charge Collections and the amount, if any, withdrawn from the Cash Collateral Account available for deposit into the Distribution Account pursuant to subsections 4.4(a)(v) and 4.11(c), respectively, is less than the aggregate amount required to be deposited pursuant to subsection 4.4(a)(v), the Indenture Trustee, at the written direction of the Servicer, shall withdraw from the Spread Account the amount of such deficiency up to the Available Spread Account Amount and, if the Available Spread Account Amount is less than such deficiency, Investment Earnings credited to the Spread Account, and deposit such amount in the Distribution Account to fund any deficiency pursuant to subsection 4.4(a)(v). (d) On the earlier of Series 2009-C Final Maturity Date and the date on which the Class A Note Principal Balance, the Class M Note Principal Balance and the Class B Note Principal Balance have been paid in full, after applying any funds on deposit in the Spread Account as described in Section 4.12(c), the Indenture Trustee at the written direction of the Servicer shall withdraw from the Spread Account an amount equal to the lesser of (i) the Class C Note Principal Balance (after any payments to be made pursuant to subsection 4.4(c) on such date) and (ii) the Available Spread Account Amount and, if the Available Spread Account Amount is not sufficient to reduce the Class C Note Principal Balance to zero, Investment Earnings credited to the Spread Account up to the amount required to reduce the Class C Note Principal Balance to zero, and the Indenture Trustee upon the written direction of the Servicer or the Servicer shall deposit such amounts into the Collection Account for distribution to the Class C Noteholders in accordance with subsection 5.2(f). (e) On any day following the occurrence of an Event of Default with respect to Series 2009-C and acceleration of the maturity of the Series 2009-C Notes pursuant to Section 5.3 of the Indenture, Servicer shall withdraw from the Spread Account an amount equal to the Available Spread Account Amount and Indenture Trustee or Servicer shall deposit such amounts into the Distribution Account for distribution to the Class C Noteholders, the Class A Noteholders, the Class M Noteholders and the Class B Noteholders, in that order of priority, in accordance with Section 5.2, to fund any shortfalls in amounts owed to such Noteholders. (f) If on any Transfer Date, after giving effect to all withdrawals from the Spread Account, the Available Spread Account Amount is less than the Required Spread Account Amount then in effect, Available Finance Charge Collections, to the extent available, shall be deposited into the Spread Account pursuant to subsection 4.4(a)(x) up to the amount of the Spread Account Deficiency. (g) If, after giving effect to all deposits to and withdrawals from the Spread Account with respect to any Transfer Date, the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than exceeds the Specified Required Spread Account Balance for such Payment DateAmount, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees acting in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as instructions of the first day of the Collection Period in which such Payment Date occurs is less than the Note BalanceServicer, shall withdraw an amount equal to such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in from the Spread Account for application and distribute such amount to the Transferor. On the date on which the Class C Note Principal Balance has been paid in accordance with this Agreement. Amounts properly distributed full, after making any payments to the Noteholders required pursuant to this Section 5.7(bsubsections 4.12(c), (d) shall be deemed released from the Trust and the security interest therein granted to (e), the Indenture Trustee, and at the Seller (and such transferees and assignees) written direction of Servicer, shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on all amounts then remaining in the Spread Account and pay such Payment Date an amount equal to such excess, amounts to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent holders of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfiedTransferor Interest.

Spread Account. (a) On or prior to the Closing Date, the Seller shall deposit the applicable Spread Account Initial Deposit into the Spread Account. The Spread Account will be held for the benefit of the Securityholders and the Insurer in order to effectuate the subordination of the rights of the Securityholders to the extent described above. (b) If the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than the Specified Spread Account Balance for such Payment On each Calculation Day and Distribution Date, the Master Servicer shall instruct the Indenture Trustee to distribute the amount Excess Spread Amount, (i) first, to the Insurer, to the extent of the excess any Unreimbursed Insurer Amounts, (ii) second, to the Seller until the Seller has received an aggregate amount equal to the Spread Account Initial Deposit (iii) third, to the Master Servicer until the Additional Servicing Fee, including any accrued and its transferees and assignees unpaid Additional Servicing Fee, has been paid in full, (iv) fourth, (A) on a Calculation Day that is not a Distribution Date, all remaining funds to the Certificateholders in accordance with their respective interests); provided, that if, after giving effect to all payments made on Certificate Percentage Interests and (B) in the Notes on such Payment case of a Distribution Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Certificate Distribution Account for application distribution to Certificateholders in accordance with this Section 5.02 of the Trust Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted Upon any such distribution to the Indenture TrusteeInsurer, and neither the Seller (and nor the Securityholders will have further rights in, or claims to, such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit Amounts held in the Spread Account shall be distributed to invested in the Seller or any transferee or assignee pursuant to clause (emanner specified in Section 5.01(b). The Seller (, and such transferees investments shall be made in accordance with written instructions from the Master Servicer; provided that, if the Indenture Trustee does not receive any such written instructions prior to any date on which an investment decision must be made, the Indenture Trustee shall invest such amounts held in the Spread Account in Eligible Investments consisting of commercial paper given the highest rating by each Rating Agency at the time of such investment. All such investments shall be made in the name of the Indenture Trustee or its nominee and assignees) such investments shall in no event not be required sold or disposed of prior to refund any amounts properly distributed pursuant to this Section 5.7(c)their maturity. (d) In Upon termination of the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account Trust pursuant to Sections 5.6(b)(iv)Section 9.01, (v), (vi), (vii) and (viii) any amounts on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest after payments of amounts due to the Securityholders or the Insurer (if there exists any Unreimbursed Insurer Amounts), will be distributed first, to the Seller until the Seller has received an aggregate amount equal to the Spread Account Initial Deposit and other investment earnings thereon; providedsecond, that to the Rating Agency Condition is satisfiedCertificate Distribution Account for distribution to Certificateholders in accordance with the Section 5.02 of the Trust Agreement.

Spread Account. (a) On The Servicer shall establish and maintain, in the Closing Datename of the Indenture Trustee, for the benefit of the Class A Noteholders and Ambac, with an Eligible Institution a segregated trust account (the "Spread Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class A Noteholders and Ambac. The Spread Account shall initially be established with the Indenture Trustee. The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Spread Account and in all proceeds thereof. The Spread Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Class A Noteholders and Ambac. If, at any time, the Seller institution holding the Spread Account ceases to be an Eligible Institution, the Indenture Trustee (or the Servicer on its behalf) shall within five Business Days establish a new Spread Account meeting the conditions specified above with an Eligible Institution and shall transfer any cash and/or any investments to such new Spread Account. The Indenture Trustee, at the written direction of the Servicer, shall make deposits to and withdrawals from the Spread Account in the amounts and at the times set forth in this Indenture Supplement. On each Distribution Date with respect to the Revolving Period, the Transferor shall deposit the applicable Spread Account Deposit into the Spread Account. (b) If Account an amount equal to the excess, if any, of the Required Spread Account Amount for such Distribution Date over the amount on deposit in the Spread Account on any Payment such Distribution Date (after giving effect to all deposits or withdrawals therefrom to be made to or from the Spread Account on such Payment Datedate other than pursuant to this Section 4.15(a)) is greater than (the Specified "Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interestsDeficiency"); provided, however, that ifthe amount deposited on any Distribution Date pursuant to this sentence shall not exceed the amount of Shared Principal Collections, after giving effect if any, payable to the Transferor with respect to such Distribution Date (the "Excess Shared Principal Collections"); and, provided further, that, if the Transferor is obligated to apply such Excess Shared Principal Collections for any purpose in accordance with the Supplement for any other Principal Sharing Series in Group One and such Excess Shared Principal Collections are not sufficient to fund the Spread Account Deficiency plus the aggregate amount of such other obligations, such Excess Shared Principal Collections shall be allocated among Series 2003-A and such other Series and applied on a pro rata basis (the pro rata share of each such Series to be calculated based on a percentage, the numerator of which is the amount of such obligations for such Series and the denominator of which is the aggregate amount of all payments made such obligations). (b) The Transferor shall deposit $16,500,000 into the Spread Account on the Notes on Closing Date (it being understood that such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and amount shall be retained treated under this Section 4.15 like any other amount on deposit in the Spread Account for application in accordance with this AgreementAccount). Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining Funds on deposit in the Spread Account shall be distributed invested by the Indenture Trustee, at the written direction of the Servicer in Eligible Investments that will mature not later than the Business Day preceding the following Distribution Date; provided, however, that Ambac may at any time, upon prior written notice to the Seller Transferor, the Servicer and the Indenture Trustee, revoke the authority of the Servicer to direct such investments. The Indenture Trustee shall maintain, for the benefit of the Class A Noteholders and Ambac, possession of the negotiable instruments or any transferee securities, if any, evidencing such Eligible Investments. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Indenture Trustee may sell, liquidate or assignee dispose of an Eligible Investment before its maturity, if so directed by Ambac in writing, Ambac having reasonably determined that the interest of the Class A Noteholders or Ambac may be adversely affected if such Eligible Investment is held to its maturity. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Spread Account shall be retained in the Spread Account to the extent that the Available Spread Account for such Distribution Date is less than the Required Spread Account for such Distribution Date (in each case after giving effect to the application of funds pursuant to clause Sections 4.15(c), (d) and (e). The Seller ) and the balance, if any, shall be applied in accordance with Section 4.15(f). (c) If on any Distribution Date the amounts described in Sections 4.5(a)(i) and (ii) for such transferees Distribution Date exceed the Available Funds and assignees) shall in no event be required Shared Excess Finance Charge Collections applied on such Distribution Date to refund any pay such amounts properly distributed pursuant to this Section 5.7(cSections 4.5(a)(i) and (ii), the Indenture Trustee, at the written direction of the Servicer, shall withdraw from the Spread Account the amount of such deficiency up to the Available Spread Account Amount and shall deposit such amount into the Collection Account for payment to the Class A Noteholders and the Servicer on such Distribution Date of the amounts described in Sections 4.5(a)(i) and (ii), respectively. (d) In If on any Distribution Date the event that the First Principal Payment Amount and the Noteholders’ Distributable Allocable Amount for a Payment such Distribution Date exceeds the amount deposited into sum of (i) the Note Available Funds and Shared Excess Finance Charge Collections applied on such Distribution Account Date to cover such Allocable Amount pursuant to Sections 5.6(b)(iv), (v), (vi), (viiSection 4.5(a)(iii) and (viiiii) on the excess of the Invested Amount as of such Payment Distribution Date over the Class A Invested Amount as of such Distribution Date, the Servicer Indenture Trustee, at the written direction of the Servicer, shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on the amount of such Payment Date an amount equal to such excess, deficiency up to the extent Available Spread Account Amount (after giving effect to any application of funds available therein, pursuant to Section 4.15(c)) and shall deposit such amount into the Note Collection Account for application as Available Principal Collections on such Distribution AccountDate. (e) The Seller may If on the Stated Series Termination Date, after application of all Available Principal Collections for such Distribution Date, the Class A Note Principal Balance has not been reduced to zero, the Indenture Trustee, at any time, without consent the written direction of the NoteholdersServicer, sell, transfer, convey or assign in any manner its rights to and interests in distributions shall withdraw from the Spread AccountAccount an amount equal to the lesser of the Class A Note Principal Balance and the Available Spread Account Amount (after giving effect to any application of funds pursuant to Sections 4.15(c) and (d)) and shall pay such amount to the Class A Noteholders in reduction of the Class A Note Principal Balance. The Indenture Trustee shall withdraw from the Spread Account any funds remaining on deposit in the Spread Account after the Class A Notes have been paid in full and shall distribute such amount to Ambac in payment of any unpaid amounts described in Sections 4.5(a)(v), including (viii) and (ix), in that order of priority. If the Servicer shall fail to direct the Indenture Trustee in accordance with this Section 4.15(e), the Indenture Trustee shall notify Ambac of such failure and, at the written direction of Ambac, shall apply the funds on deposit in the Spread Account in accordance with this Section 4.15(e). (f) On each Distribution Date, the Indenture Trustee shall withdraw from the Spread Account and deposit into the Collection Account all interest and other investment earnings thereon; provided, (net of losses and investment expenses) on funds on deposit in the Spread Account to the extent that the Rating Agency Condition is satisfied.Available Spread Account Amount for such Distribution Date exceeds the Required Spread Account Amount for such Distribution Date. The Indenture Trustee, at the written direction of the Servicer, shall apply the amount withdrawn from the Spread Account on any Distribution Date pursuant to this Section 4.15(f)

Spread Account. (a) On or prior to the Closing Date, the Seller Indenture Trustee shall establish and maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the Trust, on behalf of the Trust, for the benefit of the Class C Noteholders and the Transferor, a segregated account (the “Spread Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class C Noteholders and the Transferor. Except as otherwise provided in this Section 4.12, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the applicable Spread Account Deposit and in all proceeds thereof. The Spread Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Class C Noteholders and the holder of the Transferor Interest. If at any time the institution holding the Spread Account ceases to be an Eligible Institution, the Servicer shall notify the Indenture Trustee in writing, and the Indenture Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days (or such longer period as to which the Rating Agencies may consent) establish a new Spread Account meeting the conditions specified above with an Eligible Institution and shall transfer any cash or any investments to such new Spread Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Spread Account from time to time in an amount up to the Available Spread Account Amount at such time, for the purposes set forth in this Indenture Supplement, and (ii) on each Transfer Date prior to termination of the Spread Account, make a deposit into the Spread AccountAccount in the amount specified in, and otherwise in accordance with, subsection 4.12(f). (b) Funds on deposit in the Spread Account shall be invested at the written direction of the Servicer by the Indenture Trustee in Eligible Investments. Funds on deposit in the Spread Account on any Transfer Date, after giving effect to any withdrawals from and deposits to the Spread Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. On each Transfer Date (but subject to subsection 4.12(c)), the Investment Earnings, if any, accrued since the preceding Transfer Date on funds on deposit in the Spread Account shall be retained in the Spread Account (to the extent that the Available Spread Account Amount is less than the Required Spread Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture Supplement (subject to subsection 4.12(c)), all Investment Earnings shall be deemed not to be available or on deposit. (c) If, on any Transfer Date, the aggregate amount of Available Finance Charge Collections and the amount, if any, withdrawn from the Cash Collateral Account available for deposit into the Distribution Account pursuant to subsections 4.4(a)(v) and 4.11(c), respectively, is less than the aggregate amount required to be deposited pursuant to subsection 4.4(a)(v), the Indenture Trustee, at the written direction of the Servicer, shall withdraw from the Spread Account the amount of such deficiency up to the Available Spread Account Amount and, if the Available Spread Account Amount is less than such deficiency, Investment Earnings credited to the Spread Account, and deposit such amount in the Distribution Account to fund any deficiency pursuant to subsection 4.4(a)(v). (d) On the earlier of Series 2008-B Final Maturity Date and the date on which the Class A Note Principal Balance, the Class M Note Principal Balance and the Class B Note Principal Balance have been paid in full, after applying any funds on deposit in the Spread Account as described in Section 4.12(c), the Indenture Trustee at the written direction of the Servicer shall withdraw from the Spread Account an amount equal to the lesser of (i) the Class C Note Principal Balance (after any payments to be made pursuant to subsection 4.4(c) on such date) and (ii) the Available Spread Account Amount and, if the Available Spread Account Amount is not sufficient to reduce the Class C Note Principal Balance to zero, Investment Earnings credited to the Spread Account up to the amount required to reduce the Class C Note Principal Balance to zero, and the Indenture Trustee upon the written direction of the Servicer or the Servicer shall deposit such amounts into the Collection Account for distribution to the Class C Noteholders in accordance with subsection 5.2(f). (e) On any day following the occurrence of an Event of Default with respect to Series 2008-B and acceleration of the maturity of the Series 2008-B Notes pursuant to Section 5.3 of the Indenture, Servicer shall withdraw from the Spread Account an amount equal to the Available Spread Account Amount and Indenture Trustee or Servicer shall deposit such amounts into the Distribution Account for distribution to the Class C Noteholders, the Class A Noteholders, the Class M Noteholders and the Class B Noteholders, in that order of priority, in accordance with Section 5.2, to fund any shortfalls in amounts owed to such Noteholders. (f) If on any Transfer Date, after giving effect to all withdrawals from the Spread Account, the Available Spread Account Amount is less than the Required Spread Account Amount then in effect, Available Finance Charge Collections, to the extent available, shall be deposited into the Spread Account pursuant to subsection 4.4(a)(x) up to the amount of the Spread Account Deficiency. (g) If, after giving effect to all deposits to and withdrawals from the Spread Account with respect to any Transfer Date, the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Date) is greater than exceeds the Specified Required Spread Account Balance for such Payment DateAmount, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees acting in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as instructions of the first day of the Collection Period in which such Payment Date occurs is less than the Note BalanceServicer, shall withdraw an amount equal to such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in from the Spread Account for application and distribute such amount to the Transferor. On the date on which the Class C Note Principal Balance has been paid in accordance with this Agreement. Amounts properly distributed full, after making any payments to the Noteholders required pursuant to this Section 5.7(bsubsections 4.12(c), (d) shall be deemed released from the Trust and the security interest therein granted to (e), the Indenture Trustee, and at the Seller (and such transferees and assignees) written direction of Servicer, shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on all amounts then remaining in the Spread Account and pay such Payment Date an amount equal to such excess, amounts to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent holders of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfiedTransferor Interest.

Spread Account. (a) On or prior to the Closing Date, the Seller Trustee shall deposit establish and maintain a segregated trust account in the applicable corporate trust department of an Eligible Bank, referred to herein as the "SPREAD ACCOUNT." The Spread Account Deposit shall be maintained in the name of the Trustee as trustee for the Certificateholders. The Spread Account and any amounts on deposit therein shall be part of the Trust and shall be for the benefit of the Certificateholders and the Insurer, as their respective interests may appear herein; provided, however, that the interest of Insurer and the Class IC Certificateholder shall be subordinated to the interests of the Class A Certificateholders and the Class B Certificateholders as provided herein and provided further, that the interests of the Class B Certificateholders shall be subordinated to the interests of the Class A Certificateholders. (b) Funds on deposit in the Spread Account shall be invested in Eligible Investments in the same manner and subject to the same requirements and limitations as the investment of funds in the Certificate Account pursuant to Section 9.01, including the limitation that Eligible Investments mature not later than the Business Day prior to the next succeeding Distribution Date; provided, however, no such limitation on the maturity of Eligible Investments shall apply if the Trust obtains the benefit of a liquidity facility or similar arrangement with respect to funds in the Spread Account (a "SPREAD ACCOUNT FACILITY") and Standard & Poor's and Moody's confirm in writing that the rating of the Certificates will not be lowered or POOLING AND SERVICING AGREEMENT withdrawn as a result of eliminating or modifying the limitation on the maturity of Permitted Investments in respect of the Spread Account. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Agreement, investment earnings on such funds shall be deemed to be available or on deposit only to the extent that the aggregate of such amounts, plus the funds on deposit in the Spread Account, do not exceed the Required Spread Amount. (c) If on any Distribution Date the amount of Available Funds is insufficient to make the distributions required by Section 9.04(a)(i) through (viii), the Trustee shall withdraw or cause to be withdrawn from the Spread Account and deposited in the Certificate Account the lesser of (i) the entire Available Spread Amount and (ii) the amount necessary to make up such deficiency. (d) On each Distribution Date, all distributions made pursuant to Section 9.04(a)(ix) shall be deposited into the Spread Account. (be) If the amount on deposit in the Spread Account on any Payment Date (Account, after giving effect to all deposits or withdrawals therefrom on such Payment Datethe distributions set forth in Section 9.04 (including, without limitation, payment of amounts due and owing to the Insurer) is greater than the Specified sum of the Required Spread Account Balance for Amount and the amount of Outstanding Advances on such Payment Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed first to pay any Outstanding Advances, and then to the Class IC Certificateholder. Amounts properly distributed to the Seller (or such transferees or assignees) and shall be retained Class IC Certificateholder pursuant to this Section, either directly without deposit in the Spread Account for application or from excess amounts in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) the Spread Account shall be deemed released from the Trust and the from any security interest therein granted to of the Indenture Trustee, and Trustee or the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amountsInsurer. (cf) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) Upon the termination of the Trustthis Agreement, any amount amounts remaining on deposit in the Spread Account Account, after payment of any amounts due and owing to the Class A Certificates and Class B Certificates and to the Insurer, shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (Class IC Certificateholder and such transferees and assignees) amounts shall in no event not be required subject to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent claims or rights of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfiedCertificateholders.

Spread Account. (a) On The Servicer, for the Closing Datebenefit of the Beneficiaries, shall establish and maintain in the United States, in the name of the Trustee, on behalf of the Trust, a segregated trust account with an institution which is and continues to be a Qualified Depository Institution (which shall initially be the Trustee), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Beneficiaries (the "SPREAD ACCOUNT"). The Trustee, for the benefit of the Beneficiaries, shall possess all right, title and interest in all funds on deposit from time to time in the Spread Account and in all proceeds thereof. Without limiting the rights of the Servicer set forth in Section 3.06(b) SERIES 1997-1 SUPPLEMENT below, the Seller shall deposit the applicable Spread Account Deposit into shall be under the sole dominion and control of the Trustee for the benefit of the Beneficiaries. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right to deduct from any funds held in the Spread Account for any amount owed to it by the Trustee, the Trust, the Transferor, any Originator or any Certificateholder. If at any time the institution holding the Spread Account ceases to be a Qualified Depository Institution the Transferor shall notify the Trustee, and the Trustee, upon notice by the Servicer (or the Servicer on its behalf) shall promptly establish a new Spread Account with a Qualified Depository Institution meeting the conditions specified above, and shall transfer any cash or any investments to such new Spread Account and, from the date such new Spread Account is established, it shall be the "Spread Account". The Trustee, at the written direction of the Servicer, shall make deposits to and withdrawals from the Spread Account from time to time, at such time and for distributions pursuant to Section 3.05 of amounts allocated pursuant to Sections 3.03(c) and 3.04 hereof. (b) If Funds on deposit in the amount Spread Account shall be invested at the written direction of the Servicer by the Trustee in Permitted Investments selected by the Servicer. All such Permitted Investments shall be held by the Trustee for the benefit of the Beneficiaries. The Trustee shall maintain for the benefit of the Beneficiaries possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. Funds on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Distribution Date) is greater than the Specified Spread Account Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw withdrawals from the Spread Account on such Payment Date an amount equal Distribution Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on the following Distribution Date. No Permitted Investment shall be disposed of prior to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Accountits maturity. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On Not later than the Closing Date, the Seller Servicer shall establish and maintain with an Eligible Institution, which shall initially be the Trustee, in the name of the Trustee, on behalf of the Trust (the “Spread Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class B Holders and the Transferor. In the event that at any time the financial institution holding the Spread Account shall fail to be an Eligible Institution, the Servicer may direct the Spread Account to be moved to an Eligible Institution and all funds on deposit in the Spread Account be transferred to such new Spread Account at such Eligible Institution, whereupon such new Spread Account shall constitute the Spread Account hereunder. Except as otherwise provided in this Agreement, the Class B Holders shall possess all right, title and interest in all funds on deposit from time to time in the Spread Account and in all proceeds thereof. Except as otherwise provided in this Agreement, the Spread Account shall be under the sole dominion and control of the Trustee, on behalf of the Class B Holders and the Transferor. On or prior to each Incremental Funding, the Transferor shall deposit the applicable Spread Account Deposit into the Spread AccountAccount an amount equal to the excess, if any, of the Spread Account Cap (after giving effect to the Incremental Funding to take place on such date) and the Spread Account Amount on such date. (b) Funds on deposit in the Spread Account shall be invested at the specific written direction of the Servicer in Eligible Investments; provided, however, that for purposes of the investment of funds on deposit in the Spread Account, references in the definition of “Eligible Investments” to “highest investment category” shall be modified to require a rating of not lower than “A-2” in the case of Standard & Poor’s, “P-2” in the case of Moody’s or the equivalent rating in the case of any other rating agency. Funds on deposit in the Spread Account on any Transfer Date, after giving effect to any withdrawals from and deposits to the Spread Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The holder of the Spread Account shall maintain for the benefit of the Class B Holders and the Transferor possession of the negotiable instruments or securities, if any, evidencing the investment of funds in the Spread Account in Eligible Investments. On each Transfer Date (but subject to Section 4.20(c)), the Investment Earnings, if any, accrued since the preceding Transfer Date on funds on deposit in the Spread Account shall be paid to the Transferor by the holder of the Spread Account and for purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Agreement, all Investment Earnings shall be determined not to be available or on deposit. (c) If, on any Transfer Date, the aggregate amount available for distribution pursuant to Section 4.11(a)(vi) is less than the unpaid Class B Monthly Interest, the Servicer shall direct the holder of the Spread Account to withdraw the amount of such deficiency, up to the Spread Account Amount and, if the Spread Account Amount is less than such deficiency, Investment Earnings credited to the Spread Account, from the Spread Account and distribute such amount to the Class B Holders. If on the Amendment Closing Date or any Transfer Date, after giving effect to all withdrawals from, and deposits to, the Spread Account, the amount on deposit in the Spread Account on any Payment Date (after giving effect to all deposits or withdrawals therefrom on such Payment Dateexcluding Investment Earnings) is greater than would exceed the Specified Spread Account Balance for such Payment DateCap then in effect, the Servicer shall instruct direct the Indenture Trustee to distribute the amount holder of the Spread Account to release such excess to the Seller (and its transferees and assignees Transferor. On the date on which all amounts payable to the Class B Holders pursuant to the Class B Certificate Purchase Agreement have been paid in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Datefull, the Pool Balance as Servicer shall direct the holder of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed Spread Account to the Seller (or such transferees or assignees) and shall be retained withdraw all amounts then remaining in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b(including Investment Earnings) shall be deemed released from the Trust and the security interest therein granted pay such amounts to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amountsTransferor. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (ai) On or prior to the Closing 1990 Trust Termination Date, the Seller Master Trust Trustee, for the benefit of the Series 1998-1 Certificateholders, shall cause to be established and maintained in the name of the Master Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1998-1 Certificateholders (the "Spread Account"). The Master Trust Trustee shall possess all right, title and interest in all funds on deposit from time to time in the applicable Spread Account Deposit into and in all proceeds thereof. Pursuant to authority granted to it pursuant to Section 3.01(b) of the Agreement, the Servicer shall have the revocable power to instruct the Master Trust Trustee to withdraw funds from the Spread Account for the purpose of carrying out the duties of the Servicer under this Series Supplement and the Agreement. The Servicer at all times shall maintain accurate records reflecting each transaction in the Spread Account. As of the 1990 Trust Termination Date, the Servicer shall cause to be deposited in the Spread Account an amount equal to the lesser of (A) the Projected Spread as of the immediately preceding Transfer Date and (B) the amount of funds on deposit in the 1990 Trust Spread Account multiplied by a fraction, the numerator of which is the Projected Spread as of the immediately preceding Transfer Date, and the denominator of which is the projected spreads as of the immediately preceding Transfer Date for all outstanding Series which have spread accounts. (bii) If the amount Funds on deposit in the Spread Account on any Payment Date (after giving effect to overnight or for a longer period shall at all deposits or withdrawals therefrom on such Payment Date) is greater than times be invested in Eligible Investments at the Specified Spread Account Balance for such Payment Date, direction of the Servicer or its agent, subject to the restrictions set forth in the Agreement and subject to the requirement that each such Eligible Investment shall instruct have a stated maturity on or prior to the Indenture Trustee following Transfer Date. Net interest and earnings (less investment expenses) on funds on deposit in the Spread Account, if any, shall be allocated and distributed as provided in Section 4.04. (iii) On any Transfer Date related to distribute a Due Period commencing after the 1990 Trust Termination Date on which the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) the termination of the Trust, any amount remaining funds on deposit in the Spread Account shall be distributed to is greater than the Seller or any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) Projected Spread on such Payment Transfer Date, the Servicer shall instruct withdraw the Indenture Trustee on amount of such Payment Date to withdraw excess from the Spread Account on and allocate and pay such Payment Date an amount equal to such excess, excess to the extent of funds available therein, and deposit such amount into the Note Distribution AccountSeller. (eiv) The Seller may at any timeUpon the commencement of and during an Early Amortization Period, without consent of the NoteholdersMaster Trust Trustee will deposit all funds in the Spread Account into the Liquidity Reserve Account, sell, transfer, convey or assign in any manner its rights to and interests in distributions from no additional funds shall be deposited into the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On The Indenture Trustee shall establish and maintain a separate trust account (the Closing Date"Spread Account") titled "The First National Bank of Chicago, as Indenture Trustee, in trust for the Seller shall deposit the applicable registered holders of Revolving Home Equity Loan Asset Backed Notes, Series 1998-1, Class A and Class S Notes and Ambac Assurance Corporation" The Spread Account Deposit into shall be an Eligible Account. Amounts on deposit in the Spread Account will, at the direction of the Servicer, be invested in Eligible Investments maturing no later than the day before the next Distribution Date. All income and gain realized from any investment of funds in the Spread Account shall be considered part of the Spread Account until the Spread Account Maximum is reached. Following that point all earnings shall go to the Sponsor. The Sponsor will report for Federal, state and local income tax purposes the income, if any, represented by the Spread Account. (b) If On each Determination Date the Indenture Trustee shall determine (i) the extent to which Noteholders' Interest Collections and amounts available in the Capitalized Interest Account pursuant to Section 8.8 of the Indenture are insufficient after the allocation of Certificateholders' Interest Collections and Certificateholders' Principal Collections in accordance with Section 8.3(c) of the Indenture to make distributions as provided in clauses (i) and (ii) of Section 8.3(a) of the Indenture and (ii) the Guaranteed Principal Distribution Amount for the related Distribution Date. On each Distribution Date the Indenture Trustee shall withdraw from the Spread Account and deposit into the Collection Account the lesser of the amount on deposit in the Spread Account on any Payment Date and an amount equal to the sum of the amounts, if any, determined in clauses (after giving effect to all deposits or withdrawals therefrom on such Payment Datei) is greater than and (ii) of the Specified Spread Account Balance preceding sentence as per the Servicing Certificate for such Payment Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts. (c) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) Following the termination of the TrustTrust pursuant to Section 7.01 hereof or Section 12.1 of the Indenture, any amount remaining the Indenture Trustee shall withdraw all amounts then on deposit in the Spread Account shall be distributed pursuant to the Seller or Indenture. If on any transferee or assignee pursuant to clause (e). The Seller (and such transferees and assignees) shall Distribution Date the amount on deposit in no event be required to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date Spread Account exceeds the amount deposited into the Note Distribution Spread Account pursuant to Sections 5.6(b)(iv)Maximum, (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on shall withdraw such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, excess and distribute it to the extent of funds available therein, and deposit such amount into the Note Distribution AccountSponsor. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.

Spread Account. (a) On or prior to the Closing Date, the Seller Trustee shall deposit establish and maintain a segregated trust account in the applicable corporate trust department of either the Bank or of an Eligible Bank referred to herein as the "Spread Account." The Spread Account Deposit shall be maintained in the name of the Trustee. The Spread Account and any amounts on deposit therein shall be part of the Trust and shall be for the benefit of the Certificateholders and the Surety Bond Issuer, as their respective interests may appear herein; provided, however, that the interest of the Surety Bond Issuer and the Class IC Certificateholder shall be subordinated to the interests of the other Certificateholders as provided herein. (b) Funds on deposit in the Spread Account shall be invested in Eligible Investments in the same manner and subject to the same requirements and limitations as the investment of funds in the Certificate Account pursuant to Section 9.01, including the limitation that Eligible Investments mature not later than the Business Day prior to the next succeeding Distribution Date; provided, however, no such limitation on the maturity of Eligible Investments shall apply if the Trust obtains the benefit of a liquidity facility or similar arrangement from a commercial bank with an Approved Rating or other provider approved in advance in writing by the Surety Bond Issuer, with respect to funds in the Spread Account (a "Spread Account Facility") and Standard & Poor's and Moody's confirm in writing that the rating of the Certificates will not be lowered or withdrawn as a result of eliminating or modifying the limitation on the maturity of Permitted Investments in respect of the Spread Account. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Agreement, investment earnings on such funds shall be deemed to be available or on deposit only to the extent that the aggregate of such amounts, plus the funds on deposit in the Spread Account, do not exceed the Required Spread Amount. (c) If on any Distribution Date the amount of Available Funds is insufficient to make the distributions required by Section 9.04(a) (iii) the Trustee shall withdraw or cause to be withdrawn from the Spread Account and deposited in the Certificate Account the lesser of (i) the entire Available Spread Amount and (ii) the amount necessary to make up such deficiency to pay any deficiency in Class I Monthly Interest, Class A Monthly Interest and Monthly Principal (prior to making any draw on the Surety Bond), all as provided in Sections 9.02 and 9.04 and the Surety Bond. (d) On each Distribution Date, all distributions made pursuant to Section 9.04(a) (vii) shall be deposited into the Spread Account. (be) If the amount on deposit in the Spread Account on any Payment Date (Account, after giving effect to all deposits or withdrawals therefrom on such Payment Datethe distributions set forth in Section 9.04 (including, without limitation, payment of amounts due and owing to the Surety Bond Issuer) is greater than the Specified Required Spread Account Balance for Amount on such Payment Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute the amount of the excess to the Seller (and its transferees and assignees in accordance with their respective interests); provided, that if, after giving effect to all payments made on the Notes on such Payment Date, the Pool Balance as of the first day of the Collection Period in which such Payment Date occurs is less than the Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained Class IC Certificateholder. Amounts properly distributed to the Class IC Certificateholder pursuant to this Section, either directly without deposit in the Spread Account for application or from excess amounts in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) the Spread Account shall be deemed released from the Trust and the from any security interest therein granted to of the Indenture Trustee, and Trustee or the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amountsSurety Bond Issuer. (cf) Following: (i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustee and the Indenture Trustee and (ii) Upon the termination of the Trustthis Agreement, any amount amounts remaining on deposit in the Spread Account Account, after payment of any amounts due and owing to the Class A and Class I Certificates and to the Surety Bond Issuer, shall be distributed to the Seller or any transferee or assignee pursuant to clause (e). The Seller (Class IC Certificateholder and such transferees and assignees) amounts shall in no event not be required subject to refund any amounts properly distributed pursuant to this Section 5.7(c). (d) In claims or rights of the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on such Payment Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date an amount equal to such excess, other Certificateholders to the extent that such action is not inconsistent with Section 6(b)(ii) and Section 9 of funds available therein, and deposit such amount into the Note Distribution AccountAnnex A hereto. (e) The Seller may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition is satisfied.