Common use of Spread Account Clause in Contracts

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).

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 Section 4.12(f).

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 4.124.11, 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(fSection 4.11(f).

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 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 C B Noteholders and the Transferor. Except as otherwise provided in this Section 4.125.11, 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 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 Account in the amount specified in, and otherwise in accordance with, subsection 4.12(f5.11(e).

Spread Account. (a) On or prior to Not later than the Closing Date, the Indenture Trustee Servicer shall establish and maintain with an Eligible Institution, which may shall initially be the Indenture Trustee Trustee, in the name of the TrustTrustee, on behalf of the Trust, for the benefit of the Class C Noteholders and the Transferor, a segregated account Trust (the “Spread Account”), ) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class C Noteholders 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 Section 4.12Agreement, the Indenture Trustee 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. The Except as otherwise provided in this Agreement, the Spread Account shall be under the sole dominion and control of the Indenture Trustee for the benefit Trustee, on behalf of the Class C Noteholders B Holders and the holder of Transferor. On or prior to each Incremental Funding, 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 an amount equal to the amount specified inexcess, if any, of the Spread Account Cap (after giving effect to the Incremental Funding to take place on such date) and otherwise in accordance with, subsection 4.12(f)the Spread Account Amount on such date.

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”"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 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(fSUBSECTION 4.12(e).

Spread Account. (a) On or prior to the Closing Date, the Indenture Trustee shall establish and maintain with an Eligible a Qualified Institution, which may be the Indenture Trustee Trustee, in the name of the Trust, on behalf of the Trust, for the benefit of the Class C Noteholders and the TransferorHolder 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 TransferorHolder of the Transferor Interest. 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 Holder of the Transferor Interest. If at any time the institution holding the Spread Account ceases to be an Eligible a Qualified 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 a Qualified Institution and shall transfer any cash or and 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). The Issuer will [make no] deposit into the Spread Account on the Closing Date [an amount equal to the Required Spread Account Amount.]

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 4.124.11, 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(f4.11(f).

Spread Account. (a) On or prior to The Servicer, for the Closing Datebenefit of the Class A Certificateholders, the Indenture Trustee shall establish and maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the TrustTrustee, on behalf of the Trust, for the benefit of the Class C Noteholders and the Transferor, a segregated trust account (the “Spread 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 C Noteholders and A Certificateholders (the Transferor"Spread Account"). Except as otherwise provided in this Section 4.12, the Indenture 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 Indenture Trustee for the benefit of the Class C Noteholders A Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker's lien against, and no right to otherwise deduct from, any funds held in the holder of Spread Account for any amount owed to it by the Transferor InterestTrustee, the Trust, or any Class A Certificateholder. If If, at any time time, the Trustee is advised in writing by the Servicer that the institution holding the Spread Account ceases to be an Eligible a Qualified Depository Institution, the Servicer shall notify the Indenture Trustee in writing, and the Indenture Trustee upon being notified receiving such notice by the Servicer (or the Servicer on its behalf) shall, shall promptly (but in any event within ten (10) 20 Business Days (or such longer period as to which the Rating Agencies may consentDays) establish a new Spread Account with a Qualified Depository Institution meeting the conditions specified above with an Eligible Institution and shall above, 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 Account and from the date such new Spread Account from time to time in an amount up to is established, it shall be 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)."

Spread Account. (a) On or prior to The Servicer, for the Closing Datebenefit of the Beneficiaries, the Indenture Trustee shall establish and maintain with an Eligible Institutionin the United States, which may be the Indenture Trustee in the name of the TrustTrustee, on behalf of the Trust, for the benefit of the Class C Noteholders and the Transferor, a segregated trust account with an institution which is and continues to be a Qualified Depository Institution (which shall initially be the “Spread Account”Trustee), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class C Noteholders and Beneficiaries (the Transferor"SPREAD ACCOUNT"). Except as otherwise provided in this Section 4.12The Trustee, for the Indenture Trustee 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. The Without limiting the rights of the Servicer set forth in Section 3.06(b) SERIES 1997-1 SUPPLEMENT below, the Spread Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Class C Noteholders and Beneficiaries. Except as expressly provided in this Agreement, the holder of Servicer agrees that it shall have no right to deduct from any funds held in the Transferor InterestSpread 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 an Eligible Institution, a Qualified Depository Institution the Servicer Transferor shall notify the Indenture Trustee in writingTrustee, and the Indenture Trustee Trustee, upon being notified notice by the Servicer (or the Servicer on its behalf) shall, within ten (10) Business Days (or such longer period as to which the Rating Agencies may consent) shall promptly establish a new Spread Account with a Qualified Depository Institution meeting the conditions specified above with an Eligible Institution 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 Indenture Trustee, at the written direction of the Servicer, shall (i) make deposits to and withdrawals from the Spread Account from time to time in an amount up to the Available Spread Account Amount time, at such time, time and for the purposes set forth in this Indenture Supplement, distributions pursuant to Section 3.05 of amounts allocated pursuant to Sections 3.03(c) 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)3.04 hereof.

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 with the corporate trust department of such Eligible Institution (the “Spread Account”"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 4.124.11, 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 InterestServicer. If at any time the institution holding the Spread Account ceases to be an Eligible Institution, the Servicer shall notify the Indenture Trustee in writingTrustee, 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 Distribution 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(f4.11(e).

Spread Account. (a) On or prior to the Closing Date, the Indenture Trustee shall establish and maintain with an Eligible a Qualified Institution, which may be the Indenture Trustee Trustee, in the name of the Trust, on behalf of the Trust, for the benefit of the Class C Noteholders Series 2005-1 Certificateholders and the TransferorHolder of the Transferor Interest, 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 C Noteholders Series 2005-1 Certificateholders and the TransferorHolder of the Transferor Interest. 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 Series 2005-1 Certificateholders and the holder Holder of the Transferor Interest. If at any time the institution holding the Spread Account ceases to be an Eligible a Qualified 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 Funding Agent may consent) establish a new Spread Account meeting the conditions specified above with an Eligible a Qualified 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). Transferor will deposit into the Spread Account on the Closing Date an amount equal to the Required Spread Account Amount.

Spread Account. (a) On or prior to the Closing Date, the Indenture Trustee The Servicer shall establish and maintain with an Eligible Institutionmaintain, which may be the Indenture Trustee in the name of the Trust, on behalf of the TrustIndenture Trustee, for the benefit of the Class C A Noteholders and the TransferorAmbac, 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 C A Noteholders and Ambac. The Spread Account shall initially be established with the TransferorIndenture Trustee. Except as otherwise provided in this Section 4.12, the 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 A Noteholders and the holder of the Transferor InterestAmbac. If If, at any time 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, shall within ten (10) five 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 and/or any investments to such new Spread Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make deposits to and withdrawals from the Spread Account from time to time in an amount up to the Available Spread Account Amount amounts and at such time, for the purposes times set forth in this Indenture Supplement. On each Distribution Date with respect to the Revolving Period, and (ii) on each Transfer Date prior to termination of the Spread Account, make a Transferor shall deposit into the Spread 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 such Distribution Date (after giving effect to all deposits or withdrawals to be made to or from the Spread Account on such date other than pursuant to this Section 4.15(a)) (the "Spread Account Deficiency"); provided, however, that the amount specified indeposited on any Distribution Date pursuant to this sentence shall not exceed the amount of Shared Principal Collections, and otherwise 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 withwith 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, subsection 4.12(fsuch 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 such obligations).

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 TransferorSeller, a non-interest bearing 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 TransferorSeller. Except as otherwise provided in this Section 4.124.11, 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 InterestServicer. 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 Distribution 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(f4.11(e).. ------------------

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 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 4.124.11, 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 InterestServicer. If at any time the institution holding the Spread Account ceases to be an Eligible Institution, the Servicer shall notify the Indenture Trustee in writingTrustee, 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 Distribution 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(f4.11(e).. ------------------

Spread Account. (a) On or prior to the Closing Date, the 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 TransferorNoteholders, 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 TransferorNoteholders. 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 InterestNoteholders. If at any time the institution holding the Spread Account ceases to be an Eligible Institution, the Servicer Transferor shall notify the Indenture Trustee in writingTrustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) 10 Business Days (or such longer period as to which the Rating Agencies Agency may consent) establish a new Spread Account meeting the conditions specified above with an Eligible Institution 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 Distribution 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(fSection 4.04(a).

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”"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 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 SUBSECTION 4.12(f).

Spread Account. (a) On or prior to Not later than the Closing Date, the Indenture Trustee Servicer shall establish and maintain with an Eligible Institution, which may shall initially be the Indenture Trustee Trustee, in the name of the TrustTrustee, on behalf of the Trust, for the benefit of the Class C Noteholders and the Transferor, a segregated account Trust (the “Spread Account”), ) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class C Noteholders 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 Section 4.12Agreement, the Indenture Trustee 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. The Except as otherwise provided in this Agreement, the Spread Account shall be under the sole dominion and control of the Indenture Trustee for the benefit Trustee, on behalf of the Class C Noteholders B Holders and the holder of Transferor. On or prior to the Closing Date, 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 an amount equal to the Initial Spread Account Deposit Amount. On or prior to each Incremental Funding, the Transferor shall deposit into the Spread Account an amount specified inequal to the excess, if any, of the Spread Account Cap (after giving effect to the Incremental Funding to take place on such date) and otherwise in accordance with, subsection 4.12(f)the Spread Account Amount on such date.

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).

Spread Account. (a) On or prior to the Closing Date, the Indenture Trustee shall establish and maintain with an Eligible a Qualified 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 Holder of the Transferor Interest. If at any time the institution holding the Spread Account ceases to be an Eligible a Qualified Institution, the Servicer shall notify the Indenture Trustee in writingTrustee, 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 a Qualified 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).

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 TransferorSeller, a non-interest bearing 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 TransferorSeller. Except as otherwise provided in this Section 4.124.11, 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 InterestServicer. 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 Distribution 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(f4.11(g).. ------------------

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 TrustThe Servicer, for the benefit of the Class C Noteholders Holders, shall establish and the Transferormaintain or cause to be established and maintained, a segregated spread account (the “"Spread Account”)") for the sole and exclusive benefit of the Class C Holders and, after payment in full of the Class C Investor Interest, the Holder of the Exchangeable Seller Certificate. The Spread Account shall be established and maintained with the Trustee, bearing a designation clearly indicating that the funds deposited therein are held exclusively for the benefit of the Class C Noteholders and Holders and, after payment in full of the Transferor. Except as otherwise provided in this Section 4.12Class C Investor Interest, the Indenture Holder of the Exchangeable Seller Certificate. 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 thereofthereof for the benefit of the Class C Holders and upon payment in full of the Class C Investor Interest, the Holder of the Exchangeable Seller Certificate. The Spread Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Class C Noteholders Holders and the holder upon payment in full of the Transferor Class C Investor Interest, the Holder of the Exchangeable Seller Certificate. If If, at any time the institution holding time, the Spread Account ceases to be an Eligible Institutionestablished and maintained with the Trustee, 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 shall on or before the next Distribution Date (10) or if such Distribution Date is not more than five Business Days (or from such longer period as to which date, the Rating Agencies may consentfollowing Distribution Date) establish a new deposit account for the Spread Account meeting the conditions specified above which shall be established and maintained with an Eligible a Qualified Depository Institution and shall transfer any cash or and/or any investments to such new deposit account and from the date such new account is established, it shall be the Spread Account. The Indenture Trustee, Trustee at the written direction of the Servicer, Servicer (or the Servicer on the Trustee's behalf) 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) Section 2.5. Funds on each Transfer Date prior to termination of the Spread Account, make a deposit into in the Spread Account shall be invested at the written direction of the Servicer by the Trustee in Permitted Investments. All such investments shall be held by the Trustee for the benefit of the Class C Holders (and upon payment in full of the Class C Investor Interest, the Holder of the Exchangeable Seller Certificate); provided that on each Distribution Date, the Trustee shall (upon the written instruction of the Servicer) apply all interest and other investment earnings (net of losses and investment expenses) as Available Funds, to the extent such interest and earnings together with other funds in the amount specified in, and otherwise Spread Account exceed the Required Spread Account Amount). Funds on deposit in accordance with, subsection 4.12(f)the Spread Account shall be invested in Permitted Investments having maturities such that such funds will be available not later than the succeeding Distribution Date.

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, the Class D Noteholders and the TransferorTransferors, 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, the Class D Noteholders and the TransferorTransferors. Except as otherwise provided in this Section 4.124.11, 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, the Class D Noteholders and the holder of the Transferor InterestTransferors. If at any time the institution holding the Spread Account ceases to be an Eligible Institution, the Servicer shall notify the Indenture Trustee in writingTrustee, 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 Payment 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(f4.11(e).

Spread Account. (a) On or prior to the Closing Date, the Indenture Trustee shall establish and maintain with an Eligible a Qualified 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 TransferorHolder of the Transferor Interest, 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 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 Holder of the Transferor Interest. If at any time the institution holding the Spread Account ceases to be an Eligible a Qualified 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 a Qualified 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).

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 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 C B Noteholders and the Transferor. Except as otherwise provided in this Section 4.125.10, 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 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 Account in the amount specified in, and otherwise in accordance with, subsection 4.12(f5.10(e).

Spread Account. (a) On or prior to the Closing Date, the Indenture Trustee shall establish and maintain with an Eligible a Qualified Institution, which may be the Indenture Trustee Trustee, in the name of the Trust, on behalf of the Trust, for the benefit of the Class C VFN Series 2003-3 Noteholders and the TransferorHolder of the Transferor Interest, 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 C VFN Series 2003-3 Noteholders and the TransferorHolder of the Transferor Interest. 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 VFN Series 2003-3 Noteholders and the holder Holder of the Transferor Interest. If at any time the institution holding the Spread Account ceases to be an Eligible a Qualified 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 a Qualified 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). The Issuer will deposit into the Spread Account on the Closing Date an amount equal to the Required Spread Account Amount.

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 4.125.11, 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(f5.11(e).

Spread Account. (a) On or prior to the Closing Date, the Indenture Trustee Servicer shall establish and maintain with an Eligible a Qualified Institution, which may be the Indenture Trustee in the name of the TrustTrustee, on behalf of the Trust, for the benefit of the Class C Noteholders D Certificateholders and the TransferorSpread Account Residual Interest Holders, 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 D Certificateholders, the Insurer and the TransferorSpread Account Residual Interest Holders. Except as otherwise provided in this Section 4.124.16, 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 D Certificateholders and the holder of the Transferor InterestSpread Account Residual Interest Holders. If at any time the institution holding the Spread Account ceases to be an Eligible a Qualified Institution, the Servicer Transferor shall notify the Indenture Trustee in writingTrustee, 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 Agency rating the Class D Certificates may consent) establish a new Spread Account meeting the conditions specified above with an Eligible a Qualified 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).