POOLING AND SERVICING AGREEMENT

Exhibit 10.18.1

PIER 1 FUNDING, L.L.C. ,
Transferor

PIER 1 IMPORTS (U.S.), INC. ,
Servicer

and

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders

SERIES 2001-1 SUPPLEMENT

Dated as of September 4, 2001

to

POOLING AND SERVICING AGREEMENT

Dated as of February 12, 1997

Class A Variable Funding Asset-Backed
Certificates, Series 2001-1
Class B Variable Funding Asset-Backed
Certificates, Series 2001-1

PIER 1 IMPORTS CREDIT CARD MASTER TRUST

TABLE OF CONTENTS

      SERIES 2001-1 SUPPLEMENT , dated as of September 4, 2001 (as amended, supplemented or otherwise modified and in effect from time to time, this “ Series Supplement ”) by and among PIER 1 FUNDING, L.L.C. , a Delaware limited liability company, as Transferor (the “ Transferor ”), PIER 1 IMPORTS (U.S.), INC. , a Delaware corporation (“ Pier 1 ”), as Servicer (in such capacity, the “ Servicer ”), and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION , a national banking association organized and existing under the laws of the United States, as Trustee (together with its successors in trust thereunder as provided in the Agreement referred to below, the “ Trustee ”), under the Pooling and Servicing Agreement dated as of February 12, 1997 (as amended, supplemented, or otherwise modified and in effect from time to time, including amendments in this Series Supplement, the “ Agreement ”) among the Transferor, the Servicer and the Trustee.

     Section 6.3 of the Agreement provides, among other things, that the Transferor and the Trustee may at any time and from time to time enter into a supplement to the Agreement for the purpose of authorizing the issuance by the Trustee to the Transferor, for execution and redelivery to the Trustee for authentication, of one or more Series of Certificates.

     Pursuant to this Series Supplement, the Transferor and the Trustee shall create a new Series of Investor Certificates and shall specify the Principal Terms thereof. The Investor Certificates shall not be subordinated to any other Series.

      SECTION 1.1 Designation . There is hereby created a Series of Investor Certificates to be issued pursuant to the Agreement and this Series Supplement to be known generally as the “ Series 2001-1 Certificates .” The Series 2001-1 Certificates shall be issued in two Classes, which shall be designated generally as the Class A Variable Funding Asset-Backed Certificates, Series 2001-1 (the “ Class A Certificates ”) and the Class B Variable Funding Asset-Backed Certificates, Series 2001-1 (the “ Class B Certificates ”), each such Class bearing a variable rate of interest and having an outstanding principal amount which may be increased or decreased pursuant to Article VI of the Agreement. The Series 2001-1 Certificates shall be included in a Group, which shall be designated as Group 1.

      SECTION 1.2 Definitions .

          (a) In the event that any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Agreement, the terms and provisions of this Series Supplement shall govern with respect to the Series 2001-1 Certificates. All Article, Section or subsection references herein shall mean Article, Section or subsections of the Agreement, as amended or supplemented by this Series Supplement, except as otherwise provided herein. All capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Agreement. Each capitalized term defined herein shall relate only to Series 2001-1 and to no other Series issued by the Trust.

     “ Additional Class A Invested Amounts ” shall have the meaning specified in Section 6.15 of the Agreement.

     “ Additional Class B Invested Amounts ” shall have the meaning specified in Section 6.17 of the Agreement.

     “ Additional Interest ” shall mean, at any time of determination, the sum of Class A Additional Interest and Class B Additional Interest, if any.

     “ Adjusted Discount Percentage ” shall mean for any Monthly Period, the percentage equivalent of a fraction, having as its numerator, the sum of the aggregate Discount Option Receivables Collections for such Monthly Period and the aggregate Principal Collections treated as Finance Charge Collections pursuant to Section 2.7(j) of the Agreement for such Monthly Period, and as its denominator, the Weighted Average Principal Receivables during such Monthly Period.

     “ Administrative Agent ” shall mean Morgan Guaranty Trust Company of New York, in its capacity as Administrative Agent under the Certificate Purchase Agreement, and its successors and assigns.

     “ Amortization Period ” shall mean the period commencing on the Amortization Period Commencement Date and continuing to, but not including, the earlier to occur of (i) the date of termination of the Trust pursuant to Section 12.1 of the Agreement and (ii) the Series 2001-1 Termination Date.

     “ Amortization Period Commencement Date ” shall mean the earlier of (i) the Commitment Expiration Date and (ii) the Pay Out Commencement Date.

     “ Available Series 2001-1 Finance Charge Collections ” shall have the meaning specified in Section 4.11(a) of the Agreement.

     “ Base Rate ” shall mean, for any Monthly Period, the product of twelve and the percentage equivalent of a fraction, the numerator of which is the sum of the Class A Monthly Interest and Fees and the Monthly Servicing Fee for such Monthly Period, and the denominator of which is the Weighted Average Invested Amount for such Monthly Period.

     “ Carryover Class B Monthly Interest ” shall mean on any Business Day in a Monthly Period (i) any Class B Monthly Interest with respect to any Interest Accrual Period beginning in a prior Monthly Period which has not previously been deposited in the Finance Charge Account or paid on any previous Distribution Date plus (ii) any Class B Additional Interest.

     “ Certificate Purchase Agreement ” shall mean that certain Certificate Purchase Agreement, dated as of September 4, 2001, by and among Transferor and Administrative

Agent, and the Class A Purchasers (as such term is defined in the Certificate Purchase Agreement), as the same may from time to time be amended, supplemented or otherwise modified and in effect.

     “ Change of Control ” shall mean, with respect to any Person, any event or series of events by which:

          (i) such Person merges or consolidates with or into another Person or the merger of another Person with or into such Person, or the sale of all or substantially all the assets of such Person to another Person, and, in the case of any such merger or consolidation, the securities of such Person that are outstanding immediately prior to such transaction and which represent 100% of the aggregate voting power of such Person are changed into or exchanged for cash, securities or property, unless pursuant to such transaction such securities are changed into or exchanged for, in addition to any other consideration, securities of the surviving corporation that represent immediately after such transaction, at least a majority of the aggregate voting power of the surviving corporation;

          (ii) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934) directly or indirectly, of the securities representing more than 40% of the total voting power of such Person, except that such person shall be deemed to have a beneficial ownership of all shares that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time;

          (iii) individuals who, on the Closing Date, constitute the board of directors of such Person (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the board of directors of such Person, provided that any person becoming a director subsequent to the Closing Date whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then in office (either by a specific vote or by approval of the proxy-statement of such Person in which such individual is named as a nominee for director, without objection to such nomination) shall be an Incumbent Director; provided, however, no individual elected or nominated as a director of such Person initially as a result of an actual or threatened election contest with respect to directors or any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the board of directors of such Person shall be deemed to be an Incumbent Director.

     “ Class A Certificateholder ” shall mean the Person in whose name a Class A Certificate is registered in the Certificate Register.

     “ Class A Certificateholders’ Interest ” shall mean, on any date of determination, the portion of the Series 2001-1 Certificateholders’ Interest evidenced by the Class A Certificates.

     “ Class A Certificates ” shall mean any of the certificates executed by the Transferor and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit “A-1 ” attached hereto and incorporated herein by reference.

     “ Class A Initial Invested Amount ” shall mean $100,000,000.00.

     “ Class A Invested Amount ” shall mean, when used with respect to any Business Day, an amount (not less than zero) equal to (w) the Class A Initial Invested Amount, plus (x) the aggregate principal amount of any Additional Class A Invested Amounts purchased by the Class A Certificateholders on or prior to such Business Day pursuant to Section 6.15 of the Agreement, minus (y) the aggregate amount of principal payments made to Class A Certificateholders prior to such Business Day, minus (z) the excess, if any, of the aggregate amount of Class A Investor Charge-Offs for all prior Business Days over Class A Investor Charge-Offs reimbursed pursuant to Section 4.11(a)(iv) of the Agreement prior to such Business Day, including, without limitation, by application of funds, pursuant to Sections 4.12(a) and (b) of the Agreement.

     “ Class A Investor Charge-Off ” shall have the meaning specified in Section 4.15(b) of the Agreement.

     “ Class A Maximum Invested Amount ” shall mean $100,000,000.

     “ Class A Monthly Interest and Fees ” shall have the meaning specified in the Certificate Purchase Agreement.

     “ Class A Monthly Principal ” shall mean the monthly principal distributable in respect of the Class A Certificates as calculated in accordance with Section 4.10(a) of the Agreement.

     “ Class A Percentage ” shall mean, with respect to any day, a fraction the numerator of which is the Class A Invested Amount on such day and the denominator of which is the Invested Amount on such day.

     “ Class A Projected Monthly Interest and Fees ” shall have the meaning specified in the Certificate Purchase Agreement.

     “ Class A Required Amount ” shall mean, with respect to any Distribution Date, the amount, if any, by which the sum of (w) the Class A Monthly Interest and Fees for such Distribution Date, (x) the aggregate unreimbursed Class A Investor Charge-Offs as of the end of the related Monthly Period, before giving effect to funds allocated pursuant to Section 4.11(a)(iv), (y) the Class A Required Amount Percentage of the aggregate of the Investor Default Amounts for each Business Day during the related Monthly Period, and (z) the Class A Required Amount Percentage of the Monthly Servicing Fee for the related Monthly Period, exceeds the sum of Available Series 2001-1 Finance Charge Collections, Transferor Finance Charge Collections and Excess Finance Charge Collections on each

Business Day during the related Monthly Period applied with respect thereto and the amount available to be drawn under the Store Payment Enhancement, if any, on such Distribution Date pursuant to Section 4.18 of the Agreement for application to the amounts described in clauses (w) through (z) above.

     “ Class A Required Amount Percentage ” shall mean, with respect to any Distribution Date, the percentage equivalent of a fraction the numerator of which is the Weighted Average Class A Invested Amount for each day in the preceding Monthly Period and the denominator of which is the Weighted Average Invested Amount for each day in the preceding Monthly Period.

     “ Class B Additional Interest ” shall mean the additional interest, if any, distributable in respect of the Class B Certificates as may be calculated pursuant to a supplemental agreement entered into in accordance with Section 1.12 hereof.

     “ Class B Certificate Rate ” shall mean zero percent per annum; provided , however , that such certificate may be increased pursuant to the terms of a supplemental agreement entered into in accordance with Section 1.12 hereof.

     “ Class B Certificateholder ” shall mean the Person in whose name a Class B Certificate is registered in the Certificate Register.

     “ Class B Certificateholders’ Interest ” shall mean, on any date of determination, the portion of the Series 2001-1 Certificateholders’ Interest evidenced by the Class B Certificates.

     “ Class B Certificates ” shall mean any of the certificates executed by the Transferor and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit “A-2 ” attached hereto and incorporated herein by reference.

     “ Class B Daily Principal Amount ” shall have the meaning specified in Section 4.11(c)(iii) of the Agreement.

     “ Class B Initial Invested Amount ” shall mean $9,289,617.49.

     “ Class B Invested Amount ” shall mean, when used with respect to any Business Day, an amount (not less than zero) equal to (i) the Class B Initial Invested Amount, plus (ii) the aggregate principal amount of any Additional Class B Invested Amounts pursuant to Section 6.17 of the Agreement, minus (iii) the aggregate amount of principal payments made to Class B Certificateholders prior to such Business Day, minus (iv) the aggregate amount of Class B Investor Charge-Offs for all prior Business Days, minus (v) the aggregate amount of Reallocated Class B Principal Collections for all prior Distribution Dates plus (vi) the sum of the aggregate amount allocated to the Class B Certificates and applied on all prior Business Days pursuant to Section 4.11(a)(v) of the Agreement,

including, without limitation, by application of funds pursuant to Sections 4.12(a) and (b) of the Agreement.

     “ Class B Investor Charge-Offs ” shall have the meaning specified in Section 4.15(a) of the Agreement.

     “ Class B Minimum Required Amount ” shall mean, at any time of determination, the greater of (i) the quotient obtained by dividing (A) 8.5% of the Class A Invested Amount at such time by (B) 0.915 and (ii) the sum of (A) 3.0% of the Class A Purchase Limit at such time and (B) 3.0% of the quotient obtained by dividing (1) 8.5% of the Class A Purchase Limit at such time by (2) 0.915; provided, however, that if the Class A Certificates have been rated at least A by Standard & Poor’s and A2 by Moody’s, then the Class B Minimum Required Amount shall be in such amount as Standard & Poor’s and Moody’s shall specify.

     “ Class B Monthly Interest ” shall mean the monthly interest, if any, distributable in respect of the Class B Certificates as may be calculated pursuant to a supplemental agreement entered into in accordance with Section 1.12 hereof.

     “ Class B Monthly Principal ” shall mean the monthly principal distributable in respect of the Class B Certificates as calculated in accordance with Section 4.10(b) of the Agreement.

     “ Class B Percentage ” shall mean, with respect to any day, a fraction the numerator of which is the Class B Invested Amount on such day and the denominator of which is the Invested Amount on such day.

     “ Class B Principal Payment Commencement Date ” shall mean the Distribution Date on which the Class A Invested Amount is paid in full or, if there are no Principal Collections allocable to the Series 2001-1 Investor Certificates remaining after payments have been made to the Class A Certificates on such Distribution Date, the Distribution Date following the Distribution Date on which the Class A Invested Amount is paid in full.

     “ Closing Date ” shall mean September 4, 2001.

     “ Commitment Expiration Date ” shall have the meaning specified in the Certificate Purchase Agreement.

     “ Daily Report ” shall have the meaning specified in Section 3.4(b) of the Agreement.

     “ Decrease Date ” shall have the meaning specified in Section 6.16(a) of the Agreement.

     “ Dilution Ratio ” shall mean, for any Monthly Period, the percentage equivalent of a fraction, the numerator of which is the aggregate amount of reductions to all Receivables as a result of non-cash credits and returns during such Monthly Period, and the denominator of which is the Weighted Average Principal Receivables for such Monthly Period.

     “ Distribution Date ” shall mean October 20, 2001, and the twentieth day of each calendar month thereafter, or if such twentieth day is not a Business Day, the next succeeding Business Day.

     “ Early Amortization Period ” shall mean the period commencing on the Pay Out Commencement Date and ending on the earlier to occur of (i) the date of termination of the Trust pursuant to Section 12.1 of the Agreement and (ii) the Series 2001-1 Termination Date.

     “ Eligible Store Payment Enhancement Institution ” shall mean (a) a depository institution (which may be the Trustee or an Affiliate thereof) organized under the laws of the United States or any one of the states thereof that at all times (i) has either (x) a long-term unsecured debt rating of A2 or better by Moody’s or (y) a certificate of deposit rating of P-1 by Moody’s; (ii) has either (x) a long-term unsecured debt rating of A or better by Standard & Poor’s or (y) a certificate of deposit rating of A-1 or better by Standard & Poor’s; and (iii) is a member of the Federal Deposit Insurance Corporation (or any successor) or (b) any other institution that is acceptable to the Rating Agencies.

     “ Enhancement ” shall mean, with respect to the Class A Certificates, the subordination of the Class B Invested Amount.

     “ Excess Finance Charge Collections ” shall mean, with respect to any Business Day, as the context requires, either (x) the amount described in Section 4.11(a)(viii) of the Agreement allocated to the Investor Certificates but available to cover shortfalls in amounts paid from Total Finance Charge Collections for other Series, if any, or (y) the aggregate amount of Total Finance Charge Collections allocable to other Series in excess of the amounts necessary to make required payments with respect to such Series, if any, and available to cover shortfalls with respect to the Investor Certificates.

     “ Finance Charge Shortfall ” shall have the meaning specified in Section 4.12(b) of the Agreement.

     “ Fixed/Floating Allocation Percentage ” shall mean for any Business Day (i) with respect to Principal Collections, the percentage equivalent of a fraction, the numerator of which is the Invested Amount at the end of the last day of the Revolving Period and the denominator of which is the greater of (a) the sum of the aggregate amount of Principal Receivables in the Trust and the amount on deposit in the Excess Funding Account as of the end of the preceding Business Day and (b) the sum of the numerators used to calculate the investor allocation percentages with respect to Principal Receivables with respect to

all Classes of all Series then outstanding on such Business Day as specified in the applicable Supplements; and (ii) with respect to Finance Charge Collections on and after the Pay Out Commencement Date, the percentage equivalent of a fraction, the numerator of which is the Invested Amount at the end of the Business Day preceding the Pay Out Commencement Date and the denominator of which is the greater of (a) the sum of the aggregate amount of Principal Receivables in the Trust and the amount on deposit in the Excess Funding Account as of the end of the preceding Business Day and (b) the sum of the numerators used to calculate the investor allocation percentages with respect to Finance Charge Collections with respect to all Classes of all Series then outstanding on such Business Day.

     “ Floating Allocation Percentage ” shall mean, with respect to any Business Day, the percentage equivalent of a fraction, numerator of which is the Invested Amount on such Business Day and the denominator of which is the greater of (i) the sum of the amount of Principal Receivables in the Trust and the amount on deposit in the Excess Funding Account as of the end of the preceding Business Day and (ii) the sum of the numerators used to calculate the Investor Percentages with respect to all Classes of all Series then outstanding on such Business Day.

     “ Group 1 ” shall mean the Series 2001-1 Certificates, which will be the only Series in such Group.

     “ Interest Accrual Period ” shall mean, with respect to a Distribution Date, the Monthly Period most recently ended prior to such Distribution Date, except that the Interest Accrual Period with respect to the first Distribution Date will be the period commencing on and including the Closing Date and ending on and including the last day of the Monthly Period ending on or about September 30, 2001, and the Interest Accrual Period with respect to the last Distribution Date will be the period commencing on and including the first day of the Monthly Period most recently ended prior to such last Distribution Date.

     “ Invested Amount ” shall mean, when used with respect to any Business Day, an amount equal to the sum of the Class A Invested Amount and the Class B Invested Amount, in each case as of such Business Day.

     “ Investor Certificateholder ” shall mean the Holder of record on the Certificate Register of an Investor Certificate of Series 2001-1.

     “ Investor Certificates ” shall mean the Class A Certificates and the Class B Certificates; provided , however , that the Class B Certificates shall not be considered to be Investor Certificates for purposes of any Tax Opinion or other opinion relating to tax matters hereunder or under the Agreement for so long as they are held by the Transferor.

     “ Investor Charge-Offs ” shall mean the sum of Class A Investor Charge-Offs and Class B Investor Charge-Offs.

     “ Investor Default Amount ” shall mean, with respect to each Business Day, an amount equal to the product of the Default Amount for such Business Day and the Floating Allocation Percentage applicable for such Business Day.

     “ Investor Percentage ” shall mean for any Business Day, (a) with respect to Receivables in Defaulted Accounts at any time, Finance Charge Collections prior to the Pay Out Commencement Date or Principal Receivables during the Revolving Period, the Floating Allocation Percentage and (b) with respect to Finance Charge Collections on and after the Pay Out Commencement Date or Principal Receivables during the Amortization Period, the Fixed/Floating Allocation Percentage.

     “ Issuance Date ” shall mean the Closing Date.

     “ Monthly Certificateholders’ Statement ” shall have the meaning specified in Section 5.2(b).

     “ Monthly Period ” shall have the meaning specified in the Agreement, except that the first Monthly Period with respect to the Investor Certificates shall begin on and include the Closing Date and shall end on and include October 6, 2001.

     “ Monthly Servicing Fee ” shall mean for any Monthly Period, an amount equal to the product of (i) one-twelfth, (ii) the Series Servicing Fee Percentage, and (iii) the Weighted Average Invested Amount for such Monthly Period.

     “ Pay Out Commencement Date ” shall mean the earlier of the date on which (i) a Trust Pay Out Event is deemed to occur pursuant to Section 9.1 of the Agreement or (ii) a Series 2001-1 Pay Out Event is deemed to occur pursuant to Section 1.9 of this Series Supplement.

     “ Pay Out Event ” shall mean either (i) a Trust Pay Out Event pursuant to Section 9.1 of the Agreement or (ii) a Series 2001-1 Pay Out Event pursuant to Section 1.9 of this Series Supplement.

     “ Periodic Rate ” shall have the meaning specified in the Credit Card Agreement applicable to each Account for determining the Periodic Finance Charges.

     “ Portfolio Yield ” shall mean for the Investor Certificates, with respect to any Monthly Period, the annualized percentage equivalent of a fraction, the numerator of which is an amount equal to (i) the aggregate Available Series 2001-1 Finance Charge Collections for such Monthly Period, calculated on a cash basis, minus (ii) the aggregate Investor Default Amount for such Monthly Period, and the denominator of which is the Weighted Average Invested Amount for such Monthly Period.

     “ Principal Allocation Percentage ” shall mean for Series 2001-1 (i) for each Business Day during the Revolving Period, the Floating Allocation Percentage and (ii) for each Business Day on and after the Amortization Period Commencement Date, the Fixed/Floating Allocation Percentage.

     “ Principal Payment Rate ” shall mean, for any Monthly Period, the percentage equivalent of a fraction having as its numerator, an amount equal to the aggregate amount of Principal Collections for such Monthly Period, and as its denominator, is the aggregate amount Weighted Average Principal Receivables in the Trust during such Monthly Period.

     “ Principal Shortfalls ” shall mean on any Business Day (i) for Series 2001-1, on or after the Amortization Period Commencement Date, the Invested Amount of the class then receiving principal payments after the application of Principal Collections on such Business Day or (ii) for any other Series the amounts specified as such in the Supplement for such other Series.

     “ Projected Monthly Servicing Fee ” shall mean, for any date of determination for any Monthly Period, an amount equal to the product of (i) one-twelfth (1/12), (ii) the Series Servicing-Fee Percentage, and (iii) the sum of the Class A Maximum Invested Amount and the Class B Minimum Required Amount determined assuming that the Class A Invested Amount equals the Class A Maximum Invested Amount.

     “ Reallocated Class B Principal Collections ” shall have the meaning specified in Section 4.17 of the Agreement.

     “ Record Date ” shall mean, with respect to any Distribution Date, the last Business Day of the preceding Monthly Period.

      “Required Retained Transferor’s Percentage ” shall mean 7.0%; provided, however , that such percentage may be adjusted from time to time upon written notice from the Transferor to the Trustee, if each Rating Agency initially contracted to rate the Class A Certificates shall have been notified of such amendment and shall have provided notice to the Administrative Agent and Trustee or the Servicer that such action would not result in a reduction or withdrawal of its rating of the Class A Certificates and such action shall not, as evidenced by a Tax Opinion, cause the Trust to be characterized for Federal income tax purposes as an association or publicly traded partnership taxable as a corporation or otherwise have any material adverse effect on the Federal income taxation of any outstanding Series of Investor Certificates or any Certificate Owner, and only if the Administrative Agent after receiving such notice from each Rating Agency provides written consent for such adjustment.

     “ Revolving Period ” shall mean the period from and including the Closing Date to, but not including, the earlier of (a) the Amortization Period Commencement Date and (b) a period of 364 days from the Closing Date.

     “ Series 2001-1 ” shall mean the Series of the Pier 1 Imports Credit Card Master Trust represented by the Investor Certificates.

     “ Series 2001-1 Certificateholder ” shall mean the holder of record of any Series 2001-1 Investor Certificate.

     “ Series 2001-1 Certificateholders’ Interest ” shall have the meaning specified in Section 4.7 of the Agreement.

     “ Series 2001-1 Pay Out Event ” shall have the meaning specified in Section 1.9 of this Series Supplement.

     “ Series 2001-1 Termination Date ” shall mean the earlier to occur of (i) the day after the Distribution Date on which the Investor Certificates are paid in full and (ii) the Distribution Date that is at least forty-eight (48) months following the Amortization Period Commencement Date.

     “ Series Servicing-Fee Percentage ” shall mean 2.00% per annum.

     “ Shared Principal Collections ” shall mean, as the context requires, either (a) the amount allocated to the Series 2001-1 Certificates, which are specified herein to be treated as “ Shared Principal Collections ” and which may be applied to cover principal shortfalls with respect to other outstanding Series in Group 1 or (b) the amounts allocated to the investor certificates of other Series which the applicable Supplements for such Series specify are to be treated as “ Shared Principal Collections ” and which may be applied to cover Principal Shortfalls with respect to the Series 2001-1 Investor Certificates.

     “ Store Payment Enhancement ” shall mean either (i) a stand-by letter of credit in a face amount equal to the Store Payment Enhancement Required Amount, issued for the account of the Transferor and for the benefit of the Trustee on behalf of the Class A Certificateholders by an Eligible Store Payment Enhancement Institution or (ii) a segregated cash collateral account with an initial balance equal to the Store Payment Enhancement Required Amount established in the name of the Trustee with an Eligible Store Payment Enhancement Institution, which in the case of either (i) or (ii) shall have been approved in writing by the Administrative Agent.

     “ Store Payment Enhancement Required Amount ” shall mean as of the date that any Store Payment Enhancement is implemented, an amount equal to the product of (i) 10%, (ii) the average of the Principal Payments Rates for the twelve (12) most recently ended Monthly Periods or if fewer than twelve (12) Monthly Periods shall have elapsed

since the Closing Date, the highest Principal Payment Rate for any Monthly Period since the Closing Date and such date on which such Store Payment Enhancement is implemented, and (iii) the Class A Purchase Limit; provided , however , that if such Store Payment Enhancement is established to replace an existing letter of credit or cash collateral account as a result of the applicable financial institution ceasing to be an Eligible Store Payment Enhancement Institution, the Store Payment Enhancement Required Amount with respect to such replacement Store Payment Enhancement shall be, as applicable, the undrawn face amount of the letter of credit being replaced or the balance in the cash collateral account being replaced.

     “ Structured Investor Event ” shall have the meaning specified in the Certificate Purchase Agreement.

     “ Total Finance Charge Collections ” shall mean with respect to any Business Day (a) prior to the Pay Out Commencement Date, the product of the Floating Allocation Percentage for such Business Day and the amount of Finance Charge Collections for such Business Day or (b) on and after the Pay Out Commencement Date, the product of the Fixed/Floating Allocation Percentage for such Series and the amount of Finance Charge Collections for such Business Day.

     “ Transferor Finance Charge Collections ” shall mean on any Business Day the product of (i) the Finance Charge Collections, (ii) the Transferor’s Percentage and (iii) the Series Allocation Percentage in each case for such Business Day.

     “ Transferor Retained Class ” shall mean the Class B Certificates, but only to the extent that, and for so long as, the Transferor is the Holder of such Certificates.

     “ Weighted Average Class A Invested Amount ” shall mean, for any Monthly Period, the quotient of (i) the sum of the Class A Invested Amount determined as of each day in that Monthly Period, divided by (ii) the number of days in that Monthly Period.

     “ Weighted Average Invested Amount ” shall mean, for any Monthly Period, the quotient of (i) the sum of the Invested Amount determined as of each day in that Monthly Period, divided by (ii) the number of days in that Monthly Period.

     “ Weighted Average Principal Receivables ” shall mean, for any Monthly Period, the quotient of (i) the sum of the aggregate amount of Principal Receivables in the Trust as of each day in that Monthly Period, divided by (ii) the number of days in that Monthly Period.

          (b) For so long as none of the outstanding Investor Certificates are rated at least A by Standard & Poor’s and A2 by Moody’s, each reference in the Agreement or in the Receivables Purchase Agreement to a requirement that the Rating Agency Condition be satisfied or that any approval, confirmation, notice or consent of any Rating Agency be obtained or received, shall be deemed also to be a requirement to obtain the approval or consent, as

applicable, of the Administrative Agent. In addition, the Administrative Agent shall be deemed at all times to be a Rating Agency for purposes of all notices and other communications delivered under the Agreement or the Receivables Purchase Agreement, except to the extent that such notices or communications relate solely to a Series other than Series 2001-1.

      SECTION 1.3 Reassignment and Transfer Terms .

          (a) The Investor Certificates shall be subject to repurchase and termination by the Servicer at its option, in accordance with the terms specified in Section 12.2(a) of the Agreement, on any Distribution Date on or after the Distribution Date on which the Invested Amount is reduced to an amount less than or equal to 10% of the highest Invested Amount outstanding at anytime during the Revolving Period. The deposit required in connection with any such termination and final distribution shall be equal to the aggregate outstanding balance of the Series 2001-1 Certificates, plus accrued and unpaid interest on the Series 2001-1 Certificates through the day prior to the Distribution Date on which the final distribution occurs, plus all other amounts owing in respect of the Series 2001-1 Certificates pursuant to the Agreement or the Certificate Purchase Agreement.

          (b) Each Class A Certificateholder and Class B Certificateholder, by accepting and holding a Class A Certificate or a Class B Certificate, as applicable, or an interest therein, will be deemed to have represented and warranted that it is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law which is, to a material extent, similar to the provisions of Section 406 of ERISA or Section 4975 of the Code, (iv) an entity whose underlying assets include plan assets by reason of a plan’s investment in the entity or (v) a person investing “plan assets” of any such plan (including for purposes of clauses (iv) and (v), any insurance company general account, but excluding any entity registered under the Investment Company Act of 1940, as amended).

      SECTION 1.4 Delivery and Payment for the Series 2001-1 Certificates . The Transferor shall execute and deliver the Series 2001-1 Certificates to the Trustee for authentication in accordance with Section 6.1 of the Agreement. The Trustee shall deliver the Series 2001-1 Certificates to or upon the order of the Transferor when authenticated in accordance with Section 6.2 of the Agreement.

      SECTION 1.5 Form of Delivery of Series 2001-1 Certificates . The Class A Certificates shall be delivered as Definitive Certificates as provided in Sections 6.1, 6.2 and 6.10 of the Agreement and shall be substantially

in the form of Exhibit “A-1 ” attached hereto. The Class B Certificates shall be delivered as Definitive Certificates as provided in Sections 6.1, 6.2 and 6.10 of the Agreement and shall be substantially in the form of Exhibit “A-2 ” attached hereto.

      SECTION 1.6 Article II of the Agreement . Section 2.7(j) of the Agreement shall be amended to read as follows and shall be applicable only to the Investor Certificates:

          Section 2.7(j) Designated Receivables . The Transferor shall designate certain Deferred Payment Plan Receivables to be treated as each having a Principal Receivable balance of zero on each Business Day on which the aggregate principal balance of Deferred Payment Plan Receivables exceeds 15% of the balance of the Aggregate Principal Receivables on such day (or for any such day in February, June and October, the limit shall be 20%) , such that following such designation the Principal Receivables balance of all Deferred Payment Plan Receivables not so designated shall not exceed 15% of the balance of the Aggregate Principal Receivables on such day (or for any such day in February, June and October, the limit shall be 20%) ; provided , however , that this 15% limit (or for any such day in February, June and October, the limit shall be 20%) may be increased to 25% subject to satisfaction of the Rating Agency Condition. The Transferor shall designate certain Foreign Receivables to be treated as each having a Principal Receivable balance of zero on each Business Day on which the aggregate Outstanding Balance of Foreign Receivables exceeds 1% of the aggregate Outstanding Balance of all Receivables on such day, such that following such designation the Outstanding Balance of all Foreign Receivables not so designated shall not exceed 1% of the aggregate Outstanding Balance of all Receivables on such day. Receivables so designated by the Transferor will not be treated as Eligible Receivables, their principal balances will not be credited toward the Aggregate Principal Receivables in the Trust, and Collections with respect to such Receivables will be treated as Finance Charge Collections.

      SECTION 1.7 Article IV of Agreement . Sections 4.1 through 4.6 of the Agreement shall read in their entirety as provided in the Agreement. The remainder of Article IV of the Agreement shall read in its entirety as follows and shall be applicable only to the Investor Certificates:

ARTICLE IV

RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS

      Section 4.7 Rights of Series 2001-1 Certificateholders . Each Investor Certificate shall represent a fractional Undivided Interest in the Trust, consisting of the right to receive, to the extent necessary to make the

required payments with respect to such Series 2001-1 Certificates at the times and in the amounts specified in this Agreement, (a) the Floating Allocation Percentage and Fixed/Floating Allocation Percentage (as applicable from time to time) of Collections received with respect to the Receivables and (b) funds allocable to the Series 2001-1 Certificates on deposit in the Collection Account, the Finance Charge Account, the Principal Account, the Excess Funding Account, and the Distribution Account (for such Series, the “ Series 2001-1 Certificateholders’ Interest ”). The Class B Invested Amount shall be subordinated to the Class A Certificates to the extent provided in this Article IV. The Exchangeable Transferor Certificate shall not represent any interest in the Collection Account, the Finance Charge Account, the Principal Account, the Excess Funding Account, or the Distribution Account, except as specifically provided in this Article IV.

      Section 4.8 Collections and Allocation .

          (a) Collections . The Servicer will instruct the Trustee to apply all funds on deposit in the Collection Account, the Finance Charge Account, the Principal Account, the Excess Funding Account or the Distribution Account allocable to the Series 2001-1 Certificates as described in this Article IV. The Servicer shall, prior to the close of business on any Date of Processing, allocate to the Investor Certificateholders an amount equal to (x) Total Finance Charge Collections on such Date of Processing and (y) an amount equal to the product of (i) the Principal Allocation Percentage on such Date of Processing and (ii) the aggregate amount of Principal Collections on such Date of Processing. In addition, on each Date of Processing, the Servicer shall allocate to the Investor Certificateholders a portion of the Default Amount equal to the Investor Default Amount.

          (b) Allocation of Collections . The Servicer shall allocate all Collections allocated to the Series 2001-1 Certificates on the basis of the allocation of Finance Charge Collections and Principal Collections specified in the Agreement.

          (c) Payments to the Holder of the Exchangeable Transferor Certificate . On each Business Day, the Servicer shall determine whether a Pay Out Event is deemed to have occurred with respect to the Investor Certificates, and the Servicer shall allocate Collections in accordance with the Daily Report with respect to such Business Day to the Holder of the Exchangeable Transferor Certificate as follows:

          (i) For each Business Day (unless otherwise specified herein) with respect to the Revolving Period, an amount equal to (x) the product of the Floating Allocation Percentage and the amount of Principal Collections on such Business Day, minus (y) an amount equal to the product of the Floating Allocation Percentage, the Class B Percentage and the amount of Principal Collections on such Business Day (but in no event to exceed, when taken together with other amounts on deposit in the Collection Account pursuant to this Section 4.8(c)(i)(y), the Class B Invested Amount), which amount shall be retained in the Collection Account, minus (z) to the extent that any other

Series is outstanding and in its Amortization Period, an amount not to exceed the portion of such Principal Collections required to be applied as Shared Principal Collections with respect to the related Distribution Date.

          (ii) For each Business Day with respect to the Amortization Period, the amount of payments made to the Holder of the Exchangeable Transferor Certificate shall be determined only as provided in Section 4.3(c) of the Agreement.

     Notwithstanding the foregoing and Section 4.3(c) of the Agreement, on each Business Day, the Servicer shall apply Transferor Finance Charge Collections in accordance with Section 4.12(a) of the Agreement.

     Notwithstanding the foregoing, amounts payable to the Holder of the Exchangeable Transferor Certificate pursuant to Section 4.8(c)(i) of the Agreement shall instead be deposited in the Excess Funding Account to the extent necessary to prevent the Transferor Amount from being less than the Minimum Transferor Amount.

     The allocations to be made pursuant to this Section 4.8(c) also apply to deposits into the Collection Account that are treated as Collections, including Adjustment Payments, payment of the reassignment price pursuant to Sections 2.6 or 3.3 of the Agreement and proceeds from the sale, disposition or liquidation of the Receivables pursuant to Sections 9.2, 10.1, 12.1 or 12.2 of the Agreement and Section 1.3 of this Series Supplement. Such deposits to be treated as Collections will be allocated as Finance Charge Receivables or Principal Receivables as provided in the Agreement.

      Section 4.9 Determination of Monthly Interest for the Investor Certificates . The amount of monthly interest allocable to the Class A Certificates of Series 2001-1 with respect to any Interest Accrual Period shall be an amount equal to the Class A Monthly Interest and Fees for the related Distribution Date.

      Section 4.10 Determination of Monthly Principal .

          (a) The amount of monthly principal (the “ Class A Monthly Principal ”) allocable to the Class A Certificates on each Distribution Date following the Amortization Period Commencement Date shall be equal to an amount calculated as follows: the sum of (i) an amount equal to (x) the product of the Fixed/Floating Allocation Percentage and the aggregate amount of Principal Collections with respect to the related Monthly Period minus (y) the aggregate amount of Reallocated Class B Principal Collections for the related Monthly Period, (ii) any amount on deposit in the Excess Funding Account allocated to the Investor Certificates on such Distribution Date, and (iii) the amount allocated to the Class A Certificateholders pursuant to Sections

4.11(a)(iii), (iv) and (v) of the Agreement with respect to such Distribution Date; provided , however , that for each Distribution Date, Class A Monthly Principal may not exceed the Class A Invested Amount.

          (b) The amount of monthly principal (for Series 2001-1, the “ Class B Monthly Principal ”) distributable from the Distribution Account with respect to the Class B Certificates on each Distribution Date, beginning with the Class B Principal Payment Commencement Date, shall be an amount equal to and calculated-as follows: the sum of (i) an amount equal to (x) the product of the Fixed/Floating Allocation Percentage and the aggregate amount of Principal Collections with respect to the related Monthly Period minus (y) the amount thereof paid to the Class A Certificateholders pursuant to Section 4.14(a) of the Agreement, if any, and minus (z) the aggregate amount of Reallocated Class B Principal Collections for the related Monthly Period, (ii) any amount on deposit in the Excess Funding Account allocated to the Class B Certificates on such Distribution Date, and (iii) the amount, if any, allocated to the Class B Certificates pursuant to Sections 4.11(a)(iii) and (v) of the Agreement with respect to such Distribution Date.

      Section 4.11 Application of Funds on Deposit in the Collection Account for the Certificates .

          (a) On each Business Day, the Servicer shall deliver to the Trustee a Daily Report in which it shall instruct the Trustee to withdraw, and the Trustee, acting in accordance with such instructions, shall withdraw, to the extent of Total Finance Charge Collections (the “ Available Series 2001-1 Finance Charge Collections ”), the amounts required to be withdrawn from the Collection Account pursuant to Sections 4.11(a)(i) through 4.11(a)(viii) of the Agreement.

          (i) Class A Monthly Interest and Fees . On each Business Day during a Monthly Period, the Trustee, acting in accordance with instructions from the Servicer, shall transfer from the Collection Account into the Finance Charge Account for distribution on the next Distribution Date to the Class A Certificateholders, to the extent of the Available Series 2001-1 Finance Charge Collections for such Business Day, an amount equal to the lesser of (x) the Available Series 2001-1 Finance Charge Collections and (y) the excess of (1) the Class A Projected Monthly Interest and Fees over (2) any amounts with respect thereto previously credited to the Finance Charge Account on any prior Business Day during such Monthly Period.

          (ii) Investor Monthly Servicing . On each Business Day, the Trustee, acting in accordance with instructions from the Servicer, shall transfer from the Collection Account into the Finance Charge Account for distribution on the next Distribution Date to the Servicer, to the extent of any Available Series 2001-1 Finance Charge Collections for such Business Day, remaining after giving effect to the

withdrawals pursuant to Section 4.11(a)(i) of the Agreement, an amount equal to the lesser of (x) any such remaining Available Series 2001-1 Finance Charge Collections and (y) the excess of (1) the Projected Monthly Servicing Fee plus any Monthly Servicing Fee previously due but unpaid with respect to prior Monthly Periods over (2) any amounts with respect thereto previously credited to the Finance Charge Account on any prior Business Day during such Monthly Period.

          (iii) Investor Default Amount . On each Business Day, the Trustee, acting in accordance with instructions from the Servicer, shall withdraw from the Collection Account, to the extent of any Available Series 2001-1 Finance Charge Collections remaining after giving effect to the withdrawals pursuant to Sections 4.11(a)(i) and (ii) of the Agreement, an amount equal to the lesser of (x) any such remaining Available Series 2001-1 Finance Charge Collections and (y) the sum of (1) the aggregate Investor Default Amount for such Business Day plus (2) the unpaid Investor Default Amount for any previous Business Day during such Monthly Period, which amount will (i) during the Revolving Period, be treated as Shared Principal Collections, (ii) during the Amortization Period, on or prior to the Class B Principal Payment Commencement Date, be deposited in the Principal Account for payment to the Class A Certificateholders, and (iii) during the Amortization Period, on and after the Class B Principal Payment Commencement Date, be deposited in the Principal Account for payment to the Class B Certificateholders.

          (iv) Reimbursement of Class A Investor Charge-Offs . On each Business Day, the Trustee, acting in accordance with instructions from the Servicer, shall withdraw from the Collection Account, to the extent of any Available Series 2001-1 Finance Charge Collections remaining after giving effect to the withdrawals pursuant to Sections 4.11(a)(i) through (iii) of the Agreement, an amount equal to the lesser of (x) any such remaining Available Series 2001-1 Finance Charge Collections and (y) the unreimbursed Class A Investor Charge-Offs, such amount to be treated as Shared Principal Collections during the Revolving Period, and to the extent included in Class A Monthly Principal, deposited in the Principal Account during the Amortization Period for distribution to the Class A Certificateholders on the next Distribution Date.

          (v) Reimbursement of Class B Investor Charge-Offs and Reallocated Class B Principal Collections . On each Business Day, the Trustee, acting in accordance with instructions from the Servicer, shall withdraw from the Collection Account, to the extent of any Available Series 2001-1 Finance Charge Collections remaining after giving effect to the withdrawals pursuant to Sections 4.11(a)(i) through (iv) of the Agreement, an amount equal to the lesser of (x) any such remaining Available Series 2001-1 Finance Charge Collections and (y) the unreimbursed Class B Investor Charge-Offs and reductions of the Class B Invested Amount due to Reallocated Class B Principal Collections, if any, such amount to be treated as Shared Principal Collections during the Revolving Period, and deposited (i) in the Principal Account during the Amortization Period for distribution to the Class A Certificateholders, and (ii) on and after the Class B

Principal Payment Commencement Date, in the Principal Account for payment to the Class B Certificateholders.

          (vi) Class B Monthly Interest . On each Business Day during a Monthly Period, the Trustee, acting in accordance with instructions from the Servicer, shall transfer from the Collection Account into the Finance Charge Account for distribution on the next Distribution Date to the Class B Certificateholders, to the extent of any Available Series 2001-1 Finance Charge Collections remaining after giving effect to the withdrawal pursuant to Sections 4.11(a)(i) through (v) of the Agreement, an amount equal to the lesser of (x) any such remaining Available Series 2001-1 Finance Charge Collections and (y) the excess of (1) the sum of (A) the Class B Monthly Interest and (B) Carryover Class B Monthly Interest over (2) any amounts with respect thereto previously credited to the Finance Charge Account on any prior Business Day during such Monthly Period. Notwithstanding anything to the contrary herein, Carryover Class B Monthly Interest shall be payable or distributable to Class B Certificateholders only to the extent permitted by applicable law.

          (vii) Trustee’s Fees and Expenses . To the extent that the Servicer fails to promptly pay either any amounts due and owing to the Trustee in its capacities as Paying Agent or Trustee (but not as Successor Servicer) or any reasonable transition expenses described in the last sentence of this subsection when due, the Trustee on each Business Day during a Monthly Period shall transfer from the Collection Account into the Finance Charge Account for Distribution on the next Distribution Date to the Trustee to the extent of any Available Series 2001-1 Finance Charge Collections remaining after giving effect to the withdrawals pursuant to Sections 4.11(a)(i) through (vi) of the Agreement, an amount equal to the lesser of (x) such remaining Available Series 2001-1 Finance Charge Collections and (y) the excess of such amounts owing to the Trustee (up to a maximum for any Monthly Period of one-twelfth (1/12) of the product of 0.50% and the Weighted Average Invested Amount during the immediately preceding Monthly Period over (2) any amounts with respect thereto previously credited to the Finance Charge Account on any previous Business Day during such Monthly Period. Notwithstanding anything to the contrary, if the Trustee becomes Successor Servicer, the Successor Servicer shall be entitled to receive the Monthly Servicing Fee as compensation for its services with respect to each Monthly Period payable monthly on the related Distribution Date. In addition, the Trustee, as Successor Servicer shall be entitled to receive reasonable transition expenses, which shall be payable as provided in the first sentence of this paragraph.

          (viii) Excess Finance Charge Collections . Any amounts remaining in the Collection Account to the extent of any Available Series 2001-1 Finance Charge Collections remaining after giving effect to the withdrawals pursuant to Sections 4.11(a)(i) through (vii) of the Agreement, shall be treated as Excess Finance Charge Collections, and the Servicer shall direct the Trustee in writing on each Business Day to withdraw such amounts from the Collection Account and to first make such amounts available to pay to Certificateholders of other Series in Group 1 to the extent of shortfalls,

if any, in amounts payable to such certificateholders from Finance Charge Collections allocated to such other Series, then to pay any unpaid commercially reasonable costs and expenses of a Successor Servicer, if any, then to reserve for (or pay when due) any taxes and related expenses anticipated by the Servicer to be payable by the Trust with respect to the related Monthly Period or prior Monthly Periods and then pay any remaining Excess Finance Charge Collections to the Transferor; provided , however , that on any Business Day during any Early Amortization Period, the Trustee shall deposit any such remaining Available Series 2001-1 Finance Charge Collections into the Finance Charge Account and shall add such funds to the Available Series 2001-1 Finance Charge Collections on each subsequent Business Day in such Monthly Period until the last Business Day of the related Monthly Period, when the aggregate amount of such remaining Available Series 2001-1 Finance Charge Collections shall be distributed as Excess Finance Charge Collections in accordance with this Section 4.11(a)(viii) of the Agreement.

          (b) For each Business Day during the Revolving Period Principal Collections on deposit in the Collection Account pursuant to (i) Section 4.8(c)(i)(z) of the Agreement with respect to such Business Day will be treated as Shared Principal Collections and applied, pursuant to the written direction of the Servicer in the Daily Report for such Business Day, as provided in Section 4.4 of the Agreement and (ii) Section 4.8 (c)(i)(y) of the Agreement shall be retained therein for application, if necessary, as Reallocated Class B Principal Collections on the next succeeding Distribution Date; provided , however , that (I) any amount retained in the Collection Account for application as Reallocated Class B Principal Collections on the next succeeding Distribution Date which amount is not to be so applied, shall, on the next succeeding Determination Date, be treated as Shared Principal Collections and applied, pursuant to the written direction of the Servicer in the Daily Report for such Business Day, as provided in Section 4.4 of the Agreement and (II) if the Class B Minimum Required Amount is reduced in accordance with Section 1.12(a), the amount described in Sections 4.8(c)(i)(y) and (z) of the Agreement may be distributed to the Class B Certificateholders in an amount not to exceed the amount of such reduction.

          (c) For each Business Day on and after the Amortization Period Commencement Date, Principal Collections on deposit in the Collection Account with respect to such Business Day will be distributed pursuant to the written direction of the Servicer in the Daily Report for such Business Day in the following priority:

          (i) an amount equal to the sum of (w) an amount equal to (I) the product of the Fixed/Floating Allocation Percentage, the Class A Percentage and the aggregate amount of Principal Collections in the Collection Account at the end of the preceding Business Day, (x) any amount on deposit in the Excess Funding Account allocated to the Investor Certificates on such Business Day, (y) amounts to be paid pursuant to Sections 4.11(a)(iii), (iv) and (v) of the Agreement on such Business Day, and (z) the amount of Shared Principal Collections allocated to the Investor Certificates in accordance with Section 4.16 of the Agreement on such Business Day, will be transferred to the Principal Account;

          (ii) an amount equal to the product of the Fixed/Floating Allocation Percentage, the Class B Percentage and the aggregate amount of Principal Collections in the Collection Account at the end of the preceding Business Day (but in no event to exceed, when taken together with other amounts on deposit in the Collection Account pursuant to this Section 4.11(c)(ii), the Class B Invested Amount) shall be retained in the Collection Account for application as Reallocated Class B Principal Collections as necessary on the next succeeding Distribution Date; provided, however, that any amount so retained in the Collection Account and not to be applied as Reallocated Class B Principal Collections on the next succeeding Distribution Date, shall, on the next succeeding Determination Date be transferred to the Principal Account;

          (iii) on and after the Class B Principal Payment Commencement Date, an amount equal to the sum of (w) an amount equal to the product of the Fixed/Floating Allocation Percentage and the aggregate amount of Principal Collections in the Collection Account at the end of the preceding Business Day ( minus the amount thereof paid to the Class A Certificateholders pursuant to Section 4 .14(a) of the Agreement, if any), (x) any amount on deposit in the Excess Funding Account allocated to the Class B Certificates on such Business Day, (y) the amount, if any, allocated to be paid to the Class B Certificates pursuant to Sections 4.11(a)(iii) and (v) of the Agreement with respect to such Business Day and (z) the amount of Shared Principal Collections allocated to the Investor Certificates in accordance with Section 4.16 of the Agreement on such Business Day (such sum, the “ Class B Daily Principal Amount ”) will be transferred to the Principal Account; and

          (iv) an amount equal to the balance of any Principal Collections remaining on deposit in the Collection Account will be treated as Shared Principal Collections and applied as provided in Section 4.4 of the Agreement; provided that with respect to the amount distributable pursuant to clauses (i) and (iii) above, Shared Principal Collections shall be available to make such distributions only to the extent of the Shared Principal Collections allocated to the Investor Certificates.

      Section 4.12 Coverage of Finance Charge Shortfalls for the Investor Certificates .

          (a) To the extent that any amounts are on deposit in the Excess Funding Account on any Business Day, the Servicer shall apply Transferor Finance Charge Collections in an amount equal to the excess of (x) the product of (a) the Base Rate and (b) the product of (i) the amount on deposit in the Excess Funding Account and (ii) the number of days elapsed since the previous Business Day divided by the actual number of days in such year over (y) the aggregate amount of all earnings since the previous Business Day available from the Cash Equivalents in which funds on deposit in the Excess Funding Account are invested, in the manner specified for

application of Available Series 2001-1 Finance Charge Collections in Section 4.11(a)(i) through (vi) of the Agreement.

          (b) To the extent that on any Business Day payments are being made pursuant to any of Sections 4.11(a)(i) through (vi) of the Agreement, respectively, and, after giving effect to amounts applied pursuant to Sections 4.11(a)(i) through (vi) and 4.12 (a) of the Agreement, the full amount to be paid pursuant to any such section receiving payments on such Business Day is not paid in full on such Business Day, the Servicer shall apply all or a portion of the Excess Finance Charge Collections of other Series in Group 1 with respect to such Business Day allocable to the Investor Certificates pursuant to Section 4.5 of the Agreement in an amount not to exceed the excess of the full amount to be paid pursuant to the applicable section over the amount applied with respect thereto from Available Series 2001-1 Finance Charge Collections and Transferor Finance Charge Collections pursuant to Section 4.12(a) on such Business Day (the “ Finance Charge Shortfall ”).

      Section 4.13 Payment of Certificate Interest . On each Transfer Date, the Trustee, acting in accordance with instructions from the Servicer set forth in the Monthly Certificateholders’ Statement, shall withdraw from the Finance Charge Account an amount equal to the amount on deposit in the Finance Charge Account with respect to the prior Monthly Period allocable to the Investor Certificates, less the excess, if any, of the Class A Projected Monthly Interest and Fees for the related Distribution Date over the Class A Monthly Interest and Fees for the related Distribution Date and deposit such amount in the Distribution Account. Any amount remaining on deposit in the Finance Charge Account with respect to the prior Monthly Period after giving effect to such withdrawal, shall be allocated to cover any shortfalls in amounts allocated in respect of such Monthly Period pursuant to Sections 4.11(a)(ii) through (vii) (in that order or priority) and otherwise shall be treated as Excess Finance Charge Collections in respect of such Monthly Period pursuant to Section 4.11(a)(viii). On each Distribution Date, the Paying Agent shall pay in accordance with Section 5.1 of the Agreement to (x) the Class A Certificateholders from the Distribution Account out of the amount deposited into the Distribution Account on the related Transfer Date the Class A Monthly Interest and Fees, and (y) the Class B Certificateholders from the Distribution Account that portion of the amount deposited into the Distribution Account arising from allocations pursuant to Section 4.11(a)(vi) of the Agreement in respect of the related Monthly Period.

      Section 4.