POOLING AND SERVICING AGREEMENT Dated as of May 16, 1996, as amended and restated as of April 16, 2004 $700,000,000

Pooling and Servicing Agreement

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AMERICAN EXPRESS RECEIVAB | AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST | AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC | AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION IV LLC

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Title: POOLING AND SERVICING AGREEMENT Dated as of May 16, 1996, as amended and restated as of April 16, 2004 $700,000,000
Governing Law: New York Date: 6/20/2005

POOLING AND SERVICING AGREEMENT

Dated as of May 16, 1996,

as amended and restated as of April 16, 2004

$700,000,000, Parties: american express receivab , american express credit account master trust , american express receivables financing corporation iii llc , american express receivables financing corporation iv llc

<PAGE>

EXHIBIT 4.1

================================================================================

SERIES 2005-3 SUPPLEMENT

Dated as of June 17, 2005

POOLING AND SERVICING AGREEMENT

Dated as of May 16, 1996,

as amended and restated as of April 16, 2004

$700,000,000

---------------------

AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST

Series 2005-3

---------------------

among

AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II

AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC

AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION IV LLC

as Transferors

AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.

as Servicer

and

THE BANK OF NEW YORK

as Trustee

on behalf of the Series 2005-3 Certificateholders

================================================================================

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TABLE OF CONTENTS

<TABLE>

PAGE

ARTICLE I Creation of the Series 2005-3 Certificates........................................1

Section 1.01. Designation.......................................................................1

ARTICLE II Definitions.......................................................................2

Section 2.01. Definitions.......................................................................2

ARTICLE III Servicing Fee....................................................................14

Section 3.01. Servicing Compensation...........................................................14

ARTICLE IV Rights of Series 2005-3 Certificateholders and

Allocation and Application of Collections........................................14

Section 4.01. Collections and Allocations......................................................14

Section 4.02. Determination of Monthly Interest................................................16

Section 4.03. Principal Funding Account; Controlled Accumulation Period........................18

Section 4.04. Required Amount..................................................................19

Section 4.05. Application of Class A Available Funds, Class B Available

Funds, Collateral Available Funds and Available Principal Collections............20

Section 4.06. Defaulted Amounts; Investor Charge-Offs..........................................22

Section 4.07. Excess Spread; Excess Finance Charge Collections.................................23

Section 4.08. Reallocated Principal Collections................................................24

Section 4.09. Excess Finance Charge Collections................................................25

Section 4.10. Reallocated Investor Finance Charge Collections..................................25

Section 4.11. Shared Principal Collections.....................................................26

Section 4.12. Reserve Account..................................................................26

Section 4.13. Investment Instructions..........................................................28

Section 4.14. Determination of LIBOR...........................................................28

ARTICLE V Distributions and Reports to Series 2005-3 Certificateholders....................29

Section 5.01. Distributions....................................................................29

Section 5.02. Reports and Statements to Series 2005-3 Certificateholders.......................30

ARTICLE VI Pay-Out Events...................................................................30

Section 6.01. Pay-Out Events...................................................................30

ARTICLE VII Optional Repurchase; Series Termination..........................................32

Section 7.01. Optional Repurchase..............................................................32

Section 7.02. Series Termination...............................................................32

</TABLE>

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TABLE OF CONTENTS

(CONTINUED)

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PAGE

ARTICLE VIII Final Distributions..............................................................33

Section 8.01. Sale of Receivables or Certificateholders' Interest pursuant to Section

2.06 or 10.01 of the Agreement and Section 7.01 or 7.02 of this

Supplement.......................................................................33

Section 8.02. Distribution of Proceeds of Sale, Disposition or Liquidation of the

Receivables pursuant to Section 9.01 of the Agreement............................34

ARTICLE IX Miscellaneous Provisions.........................................................35

Section 9.01. Ratification of Agreement........................................................35

Section 9.02. Counterparts.....................................................................35

Section 9.03. Governing Law....................................................................35

Section 9.04. [Reserved].......................................................................35

Section 9.05. [Reserved].......................................................................35

Section 9.06. Uncertificated Securities........................................................35

Section 9.07. Transfers of the Collateral Interest.............................................35

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SERIES 2005-3 SUPPLEMENT, dated as of June 17, 2005 (the

"Supplement"), among AMERICAN EXPRESS RECEIVABLES FINANCING

CORPORATION II, a Delaware corporation, AMERICAN EXPRESS

RECEIVABLES FINANCING CORPORATION III LLC, a Delaware limited

liability company, and AMERICAN EXPRESS RECEIVABLES FINANCING

CORPORATION IV LLC, a Delaware limited liability company, as

Transferors, AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY,

INC., a New York corporation, as Servicer, and THE BANK OF NEW

YORK, a banking corporation organized and existing under the

laws of the State of New York, not in its individual capacity,

but solely as Trustee.

Pursuant to the Pooling and Servicing Agreement, dated as of

May 16, 1996, as amended and restated as of April 16, 2004 (as amended and

restated and as otherwise amended and supplemented, the "Agreement"), among the

Transferors, the Servicer and the Trustee, the AMERICAN EXPRESS CREDIT ACCOUNT

MASTER TRUST (the "Trust") has been created. Section 6.03 of the Agreement

provides that the Transferors may from time to time direct the Trustee to

authenticate one or more new Series of Investor Certificates representing

fractional undivided interests in the Trust. The Principal Terms of any new

Series are to be set forth in a Supplement to the Agreement.

Pursuant to this Supplement, the Transferors and the Trustee

shall create a new Series of Investor Certificates and specify the Principal

Terms thereof.

ARTICLE I

Creation of the Series 2005-3 Certificates

Section 1.01. Designation.

(a) There is hereby created a Series of Investor Certificates

to be issued pursuant to the Agreement and this Supplement to be known as

"American Express Credit Account Master Trust, Series 2005-3." The Series 2005-3

Certificates shall be issued in two Classes, the first of which shall be known

as the "Class A Series 2005-3 Floating Rate Asset Backed Certificates" and the

second of which shall be known as the "Class B Series 2005-3 Floating Rate Asset

Backed Certificates." In addition, there is hereby created a third Class of

uncertificated interests in the Trust which shall be known as the "Collateral

Interest, Series 2005-3" and which shall be deemed to be "Investor Certificates"

for all purposes under the Agreement and this Supplement other than for purposes

of the definition of the term "Tax Opinion" in Section 1.01 of the Agreement.

The Collateral Interest shall be considered a Class of Series 2005-3 for all

purposes of the Agreement and this Supplement, including for purposes of voting

concerning the liquidation of the Trust pursuant to Section 9.01 of the

Agreement. The Collateral Interest Holder shall be deemed to be the Series

Enhancer for all purposes under the Agreement and this Supplement.

(b) Series 2005-3 shall be included in Group II and shall be a

Principal Sharing Series. Series 2005-3 shall be an Excess Allocation Series.

Series 2005-3 shall not be subordinated to any other Series. Notwithstanding any

provision in the Agreement or in this Supplement to the contrary, the first

Distribution Date with respect to Series 2005-3 shall be the July 2005

Distribution Date and the first Monthly Period shall begin on and include the

Closing Date and end on and include June 24, 2005.

<PAGE>

Article VI and Article XII of the Agreement relating to the registration,

authentication, delivery, presentation, cancellation and surrender of Registered

Certificates shall not be applicable to the Collateral Interest, and (ii) the

provisions of Section 3.07 of the Agreement shall not cause the Collateral

Interest to be treated as debt for federal, state and local income and franchise

tax purposes, but rather the Transferors intend, and together with the

Collateral Interest Holder, agree to treat the Collateral Interest for federal,

state and local income and franchise tax purposes as representing an equity

interest in the assets of the Trust.

ARTICLE II

Definitions

Section 2.01. Definitions.

(a) Whenever used in this Supplement, the following words and

phrases shall have the following meanings, and the definitions of such terms are

applicable to the singular as well as the plural forms of such terms and the

masculine as well as the feminine and neuter genders of such terms.

"Additional Interest" means, with respect to any Distribution

Date, the Class A Additional Interest, the Class B Additional Interest and the

Collateral Additional Interest for such Distribution Date.

"Adjusted Invested Amount" shall mean, with respect to any

date of determination, an amount equal to the Invested Amount less the Principal

Funding Account Balance on such date of determination.

"Assignee" shall have the meaning specified in subsection

9.07(a).

"Available Principal Collections" shall mean, with respect to

any Monthly Period, an amount equal to the sum of (a) (i) an amount equal to the

Principal Allocation Percentage of Series 2005-3 Allocable Principal Collections

received during such Monthly Period minus (ii) the amount of Reallocated

Principal Collections with respect to such Monthly Period which pursuant to

Section 4.08 are required to fund the Required Amount for the related

Distribution Date, (b) any Shared Principal Collections with respect to other

Series that are allocated to Series 2005-3 in accordance with Section 4.04 of

the Agreement and Section 4.11 of this Supplement, and (c) any other amounts

which pursuant to Section 4.05 or 4.07 of this Supplement are to be treated as

Available Principal Collections with respect to the related Distribution Date.

"Available Reserve Account Amount" shall mean, with respect to

any Distribution Date, the lesser of (a) the amount on deposit in the Reserve

Account on such date (before giving effect to any deposit to be made to the

Reserve Account on such date) and (b) the Required Reserve Account Amount.

"Base Rate" shall mean, with respect to any Monthly Period,

the annualized percentage equivalent of a fraction, the numerator of which is

equal to the sum of the Class A Monthly Interest, the Class B Monthly Interest

(calculated as if the Class B Invested Amount equals the outstanding principal

balance of the Class B Certificates), the Collateral Minimum Monthly Interest

and the Monthly Servicing Fee with respect to the related Distribution Date and

the denominator of which is the Invested Amount as of the last day of the

preceding Monthly Period.

"Class A Additional Interest" shall have the meaning specified

in subsection 4.02(a).

"Class A Adjusted Invested Amount" shall mean, with respect to

any date of determination, an amount equal to the Class A Invested Amount less

the Principal Funding Account Balance (but not in excess of the Class A Invested

Amount) on such date.

<PAGE>

"Class A Available Funds" shall mean, with respect to any

Monthly Period, an amount equal to the sum of (a) if such Monthly Period relates

to a Distribution Date with respect to the Controlled Accumulation Period, the

Class A Floating Percentage of Principal Funding Account Investment Proceeds, if

any, with respect to such Distribution Date, (b) the Class A Floating Percentage

of the Reallocated Investor Finance Charge Collections and (c) the amount of

funds, if any, to be withdrawn from the Reserve Account which, pursuant to

subsection 4.12(d), are required to be included in Class A Available Funds with

respect to such Distribution Date.

"Class A Certificate Rate" shall mean, for any Interest

Accrual Period with respect to the Class A Certificates, a per annum rate equal

to LIBOR plus 0.00%.

"Class A Certificateholder" shall mean the Person in whose

name a Class A Certificate is registered in the Certificate Register.

"Class A Certificates" shall mean any one of the Certificates

executed by the Transferors and authenticated by or on behalf of the Trustee,

substantially in the form of Exhibit A-l.

"Class A Floating Percentage" shall mean, with respect to any

Monthly Period, the percentage equivalent (which percentage shall never exceed

100%) of a fraction, the numerator of which is equal to the Class A Adjusted

Invested Amount as of the close of business on the last day of the preceding

Monthly Period and the denominator of which is equal to the Adjusted Invested

Amount as of such day; provided, however, that with respect to the first Monthly

Period, the Class A Floating Percentage shall mean the percentage equivalent of

a fraction, the numerator of which is the Class A Initial Invested Amount and

the denominator of which is the Initial Invested Amount.

"Class A Initial Invested Amount" shall mean $584,500,000.

"Class A Interest Shortfall" shall have the meaning specified

in subsection 4.02(a).

"Class A Invested Amount" shall mean, on any date of

determination, an amount equal to (a) the Class A Initial Invested Amount, minus

(b) the aggregate amount of principal payments made to the Class A

Certificateholders on or prior to such date, minus (c) the excess, if any, of

(i) the aggregate amount of Class A Investor Charge-Offs for all prior

Distribution Dates over (ii) Class A Investor Charge-Offs reimbursed pursuant to

subsection 4.07(b) prior to such date.

"Class A Investor Charge-Offs" shall have the meaning

specified in subsection 4.06(a).

"Class A Investor Default Amount" shall mean, with respect to

each Distribution Date, an amount equal to the product of (i) the Investor

Default Amount for such Distribution Date and (ii) the Class A Floating

Percentage for such Monthly Period.

"Class A Monthly Interest" shall have the meaning specified in

subsection 4.02(a).

"Class A Principal Percentage" shall mean, with respect to any

Monthly Period (i) during the Revolving Period, the percentage equivalent (which

percentage shall never exceed 100%) of a fraction, the numerator of which is the

Class A Invested Amount as of the last day of the immediately preceding Monthly

Period and the denominator of which is the Invested Amount as of such day and

(ii) during the Controlled Accumulation Period, the Early Amortization Period or

any Partial Amortization Period, the percentage equivalent (which percentage

shall never exceed 100%) of a fraction, the numerator of which is the Class A

Invested Amount as of the close of business on the date on which the Revolving

Period shall have terminated and the denominator of which is the Invested Amount

as of the close of business on the date on which the Revolving Period shall have

terminated; provided, however, that with respect to the first Monthly Period,

the Class A Principal Percentage shall mean the percentage equivalent of a

fraction, the numerator of which is the Class A Initial Invested Amount and

denominator of which is the Initial Invested Amount.

<PAGE>

"Class A Required Amount" shall have the meaning specified in

subsection 4.04(a).

"Class A Servicing Fee" shall have the meaning specified in

Section 3.01.

"Class B Additional Interest" shall have the meaning specified

in subsection 4.02(b).

"Class B Adjusted Invested Amount" shall mean, with respect to

any date of determination, an amount equal to the Class B Invested Amount less

the positive difference, if any, between the Principal Funding Account Balance

and the Class A Invested Amount on such date.

"Class B Available Funds" shall mean, with respect to any

Monthly Period, an amount equal to the sum of (a) the Class B Floating

Percentage of the Reallocated Investor Finance Charge Collections and (b) if

such Monthly Period relates to a Distribution Date with respect to the

Controlled Accumulation Period, the Class B Floating Percentage of the Principal

Funding Account Investment Proceeds, if any, with respect to such Distribution

Date.

"Class B Certificate Rate" shall mean, for any Interest

Accrual Period with respect to the Class B Certificates, a per annum rate equal

to LIBOR plus 0.14%.

"Class B Certificateholder" shall mean the Person in whose

name a Class B Certificate is registered in the Certificate Register.

"Class B Certificates" shall mean any one of the Certificates

executed by the Transferors and authenticated by or on behalf of the Trustee,

substantially in the form of Exhibit A-2.

"Class B Floating Percentage" shall mean, with respect to any

Monthly Period, the percentage equivalent (which percentage shall never exceed

100%) of a fraction, the numerator of which is equal to the Class B Adjusted

Invested Amount as of the close of business on the last day of the preceding

Monthly Period and the denominator of which is equal to the Adjusted Invested

Amount as of the close of business on such day; provided, however, that with

respect to the first Monthly Period, the Class B Floating Percentage shall mean

the percentage equivalent of a fraction, the numerator of which is the Class B

Initial Invested Amount and the denominator of which is the Initial Invested

Amount.

"Class B Initial Invested Amount" shall mean $52,500,000.

"Class B Interest Shortfall" shall have the meaning specified

in subsection 4.02(b).

"Class B Invested Amount" shall mean, on any date of

determination, an amount equal to (a) the Class B Initial Invested Amount, minus

(b) the aggregate amount of principal payments made to the Class B

Certificateholders prior to such date, minus (c) the aggregate amount of Class B

Investor Charge-Offs for all prior Distribution Dates, minus (d) the amount of

Reallocated Principal Collections allocated on all prior Distribution Dates

pursuant to subsection 4.08(a) (excluding any Reallocated Principal Collections

that have resulted in a reduction in the Collateral Invested Amount pursuant to

Section 4.08), minus (e) an amount equal to the amount by which the Class B

Invested Amount has been reduced on all prior Distribution Dates pursuant to

subsection 4.06(a) and plus (f) the amount of Excess Spread and Excess Finance

Charge Collections allocated and available on all prior Distribution Dates

pursuant to subsection 4.07(e) for the purpose of reimbursing amounts deducted

pursuant to the foregoing clauses (c), (d) and (e); provided, however, that the

Class B Invested Amount may not be reduced below zero.

<PAGE>

"Class B Investor Charge-Offs" shall have the meaning

specified in subsection 4.06(b).

"Class B Investor Default Amount" shall mean, with respect to

each Distribution Date, an amount equal to the product of (i) the Investor

Default Amount for such Distribution Date and (ii) the Class B Floating

Percentage for such Monthly Period.

"Class B Monthly Interest" shall have the meaning specified in

subsection 4.02(b).

"Class B Principal Percentage" shall mean, with respect to any

Monthly Period, (i) during the Revolving Period, the percentage equivalent

(which percentage shall never exceed 100%) of a fraction, the numerator of which

is the Class B Invested Amount as of the last day of the immediately preceding

Monthly Period and the denominator of which is the Invested Amount as of such

day and (ii) during the Controlled Accumulation Period, the Early Amortization

Period or any Partial Amortization Period, the percentage equivalent (which

percentage shall never exceed 100%) of a fraction, the numerator of which is the

Class B Invested Amount as of the close of business on the date on which the

Revolving Period shall have terminated and the denominator of which is the

Invested Amount as of the close of business on the date on which the Revolving

Period shall have terminated; provided, however, that with respect to the first

Monthly Period, the Class B Principal Percentage shall mean the percentage

equivalent of a fraction, the numerator of which is the Class B Initial Invested

Amount and the denominator of which is the Initial Invested Amount.

"Class B Required Amount" shall have the meaning set forth in

subsection 4.04(b).

"Class B Servicing Fee" shall have the meaning specified in

Section 3.01.

"Closing Date" shall mean June 17, 2005; provided that, for

purposes of determining the date on which the first Monthly Period begins, the

Closing Date shall be deemed to be the close of business on the last day of the

seventh billing cycle applicable to the Accounts ending in May 2005.

"Collateral Additional Interest" shall have the meaning

specified in subsection 4.02(c).

"Collateral Available Funds" shall mean with respect to any

Distribution Date, the Collateral Floating Percentage of Reallocated Investor

Finance Charge Collections with respect to the preceding Monthly Period.

"Collateral Charge-Offs" shall have the meaning specified in

subsection 4.06(c).

"Collateral Default Amount" shall mean, with respect to any

Distribution Date, the product of the Investor Default Amount for such

Distribution Date and the Collateral Floating Percentage.

"Collateral Floating Percentage" shall mean, with respect to

any Distribution Date, the percentage equivalent (which percentage shall never

exceed 100%) of a fraction, the numerator of which is equal to the Collateral

Invested Amount as of the close of business on the last day of the preceding

Monthly Period and the denominator of which is the Adjusted Invested Amount as

of the close of business on such last day; provided, however, that with respect

to the first Monthly Period, the Collateral Floating Percentage shall mean the

percentage equivalent of a fraction, the numerator of which is the Collateral

Initial Invested Amount and the denominator of which is the Initial Invested

Amount.

"Collateral Initial Invested Amount" shall mean $63,000,000.

"Collateral Interest" shall mean a fractional undivided

interest in the Trust which shall consist of the right to receive, (i) to the

extent necessary to make the required payments to the Collateral Interest Holder

under this Supplement, the portion of Collections allocable thereto under the

Agreement and this Supplement and funds on deposit in the Collection Account

allocable thereto pursuant to the Agreement and this Supplement and (ii) amounts

available for payment to the Collateral Interest Holder pursuant to subsections

4.07(k), 4.12(e), 4.12(f), 8.01(b), 8.02(a) and 8.02(b) or any other provision

of this Supplement.

<PAGE>

"Collateral Interest Holder" shall mean the entity so

designated in the Transfer Agreement.

"Collateral Interest Shortfall" shall have the meaning

specified in subsection 4.02(c).

"Collateral Invested Amount" shall mean, when used with

respect to any date, an amount equal to (a) the Collateral Initial Invested

Amount, minus (b) the aggregate amount of principal payments made to the

Collateral Interest Holder prior to such date, minus (c) the aggregate amount of

Collateral Charge-Offs for all prior Distribution Dates pursuant to subsection

4.06(c), minus (d) the aggregate amount of Reallocated Principal Collections

allocated on all prior Distribution Dates pursuant to Section 4.08 allocable to

the Collateral Invested Amount, minus (e) an amount equal to the amount by which

the Collateral Invested Amount has been reduced on all prior Distribution Dates

pursuant to subsections 4.06(a) and (b), and plus (f) the amount allocated and

available on all prior Distribution Dates pursuant to subsection 4.07(i), for

the purpose of reimbursing amounts deducted pursuant to the foregoing clauses

(c), (d) and (e); provided, however, that the Collateral Invested Amount may not

be reduced below zero.

"Collateral Minimum Interest Rate" shall mean the rate

specified in the Transfer Agreement; provided that for purposes of this

Supplement, such rate shall not exceed LIBOR plus 0.25% per annum.

"Collateral Minimum Monthly Interest" shall have the meaning

specified in subsection 4.02(c).

"Collateral Principal Percentage" shall mean, with respect to

any Monthly Period, (i) during the Revolving Period, the percentage equivalent

(which percentage shall never exceed 100%) of a fraction, the numerator of which

is the Collateral Invested Amount as of the last day of the immediately

preceding Monthly Period and the denominator of which is the Invested Amount as

of such day and (ii) during the Controlled Accumulation Period, the Early

Amortization Period or any Partial Amortization Period, the percentage

equivalent (which percentage shall never exceed 100%) of a fraction, the

numerator of which is the Collateral Invested Amount as of the close of business

on the date on which the Revolving Period shall have terminated and the

denominator of which is the Invested Amount as of the close of business on the

date on which the Revolving Period shall have terminated; provided, however,

that with respect to the first Monthly Period, the Collateral Principal

Percentage shall mean the percentage equivalent of a fraction, the numerator of

which is the Collateral Initial Invested Amount and the denominator of which is

the Initial Invested Amount.

"Collateral Servicing Fee" shall have the meaning set forth in

Section 3.01.

"Controlled Accumulation Amount" shall mean, for any

Distribution Date with respect to the Controlled Accumulation Period,

$53,083,333.34; provided, however, that, if the Controlled Accumulation Period

Length is determined to be less than 12 months, the Controlled Accumulation

Amount for each Distribution Date with respect to the Controlled Accumulation

Period will be equal to (i) the product of (x) the sum of the Class A Initial

Invested Amount and the Class B Initial Invested Amount and (y) the Controlled

Accumulation Period Factor for the related Monthly Period divided by (ii) the

Required Accumulation Factor Number.

<PAGE>

"Controlled Accumulation Period" shall mean, unless a Pay-Out

Event shall have occurred prior thereto, the period commencing at the close of

business on the last day of the May 2007 Monthly Period or such later date as is

determined in accordance with subsection 4.03(c) and ending on the first to

occur of (a) the commencement of the Early Amortization Period, (b) the payment

in full of the Invested Amount and (c) the Expected Final Payment Date.

"Controlled Accumulation Period Factor" shall mean, for each

Monthly Period, a fraction, the numerator of which is equal to the sum of the

series invested amounts as of the last day of the prior Monthly Period of all

outstanding Series, and the denominator of which is equal to the sum (without

duplication) of (a) the Series Invested Amount as of the last day of the prior

Monthly Period, (b) the series invested amounts as of the last day of the prior

Monthly Period of all outstanding Series (other than Series 2005-3) that are not

expected to be in their revolving periods, and (c) the series invested amounts

as of the last day of the prior Monthly Period of all other outstanding Series

that are not Principal Sharing Series and are in their revolving periods.

"Controlled Accumulation Period Length" has the meaning

specified in subsection 4.03(c).

"Controlled Deposit Amount" shall mean, for any Distribution

Date with respect to the Controlled Accumulation Period, an amount equal to the

sum of the Controlled Accumulation Amount for such Distribution Date and any

Deficit Controlled Accumulation Amount for the immediately preceding

Distribution Date.

"Covered Amount" shall mean, for any Distribution Date with

respect to the Controlled Accumulation Period or the first Special Payment Date,

if such Special Payment Date occurs prior to the date the Class A Invested

Amount is paid in full, an amount equal to the sum of (x) with respect to the

Class A Certificates, the product of (i) the Class A Certificate Rate, (ii) a

fraction, the numerator of which is the actual number of days from and including

the prior Distribution Date to but excluding the then current Distribution Date

and the denominator of which is 360 and, (iii) the Principal Funding Account

Balance, if any, as of the preceding Distribution Date that is allocable to the

principal of the Class A Certificates and (y) with respect to the Class B

Certificates, the product of (i) the Class B Certificate Rate, (ii) a fraction,

the numerator of which is the actual number of days from and including the prior

Distribution Date to but excluding the then current Distribution Date and the

denominator of which is 360 and (iii) the Principal Funding Account Balance, if

any, as of the preceding Distribution Date that is allocable to the principal of

the Class B Certificates.

"Deficit Controlled Accumulation Amount" shall mean (a) on the

first Distribution Date with respect to the Controlled Accumulation Period, the

excess, if any, of the Controlled Accumulation Amount for such Distribution Date

over the amount deposited in the Principal Funding Account on such Distribution

Date and (b) on each subsequent Distribution Date with respect to the Controlled

Accumulation Period, the excess, if any, of the Controlled Deposit Amount for

such subsequent Distribution Date over the amount deposited in the Principal

Funding Account on such subsequent Distribution Date.

"Distribution Date" shall mean July 15, 2005, and the 15th day

of each calendar month thereafter, or if such 15th day is not a Business Day,

the next succeeding Business Day.

"Early Amortization Period" shall mean the period commencing

at the close of business on the Business Day immediately preceding the day on

which a Pay-Out Event with respect to Series 2005-3 is deemed to have occurred,

and ending on the first to occur of (i) the payment in full of the Invested

Amount or (ii) the Series 2005-3 Termination Date.

<PAGE>

"Excess Finance Charge Collections" shall mean collections of

Finance Charge Receivables and certain other amounts allocable to the

Certificateholders' Interest of any Excess Allocation Series in excess of the

amounts necessary to make required payments with respect to such series

(including payments to the provider of any related Series Enhancement) that are

payable out of collections of Finance Charge Receivables.

"Excess Spread" shall mean, with respect to any Distribution

Date, the sum of the amounts, if any, specified pursuant to subsections

4.05(a)(iv), 4.05(b)(iii) and 4.05(c)(ii) with respect to such Distribution

Date.

"Expected Final Payment Date" shall mean the June 2008

Distribution Date.

"Finance Charge Shortfall" shall have the meaning specified in

Section 4.09.

"Floating Allocation Percentage" shall mean, with respect to

any Monthly Period, the percentage equivalent (which percentage shall never

exceed 100%) of a fraction, the numerator of which is the Adjusted Invested

Amount as of the last day of the preceding Monthly Period (or with respect to

the first Monthly Period, the Initial Invested Amount) and the denominator of

which is the product of (x) the Series 2005-3 Allocation Percentage with respect

to such Monthly Period and (y) the sum of (i) the total amount of Principal

Receivables in the Trust as of such day (or with respect to the first Monthly

Period, the total amount of Principal Receivables in the Trust on the Closing

Date) and (ii) the principal amount on deposit in the Special Funding Account as

of such last day (or with respect to the first Monthly Period, as of the Closing

Date); provided, however, that with respect to any Monthly Period in which an

Addition Date for an Aggregate Addition or a Removal Date occurs the amount in

(y)(i) above shall be (1) the aggregate amount of Principal Receivables in the

Trust at the end of the day on the last day of the prior Monthly Period for the

period from and including the first day of such Monthly Period to but excluding

the related Addition Date or Removal Date and (2) the aggregate amount of

Principal Receivables in the Trust at the end of the day on the related Addition

Date or Removal Date for the period from and including the related Addition Date

or Removal Date to and including the last day of such Monthly Period.

"Group II" shall mean Series 2005-3 and each other Series

specified in the related Supplement to be included in Group II.

"Group II Investor Additional Amounts" shall mean, with

respect to any Distribution Date, the sum of (a) Series 2005-3 Additional

Amounts for such Distribution Date and (b) for all other Series included in

Group II, the sum of (i) the aggregate net amount by which the Invested Amounts

of such Series have been reduced as a result of investor charge-offs,

subordination of principal collections and funding the investor default amounts

in respect of any Class or Series Enhancement interests of such Series as of

such Distribution Date and (ii) if the applicable Supplements so provide, the

aggregate unpaid amount of interest at the applicable certificate rates that has

accrued on the amounts described in the preceding clause (i) for such

Distribution Date.

"Group II Investor Default Amount" shall mean, with respect to

any Distribution Date, the sum of (a) the Investor Default Amount for such

Distribution Date and (b) the aggregate amount of the investor default amounts

for all other Series included in Group II for such Distribution Date.

"Group II Investor Finance Charge Collections" shall mean,

with respect to any Distribution Date, the sum of (a) Investor Finance Charge

Collections for such Distribution Date and (b) the aggregate amount of the

investor finance charge collections for all other Series included in Group II

for such Distribution Date.

<PAGE>

"Group II Investor Monthly Fees" shall mean with respect to

any Distribution Date, the sum of (a) Series 2005-3 Monthly Fees for such

Distribution Date and (b) the aggregate amount of the servicing fees, investor

fees, fees payable to any Series Enhancer and any other similar fees, which are

payable out of reallocated investor finance charge collections pursuant to the

related Supplements, for all other Series included in Group II for such

Distribution Date.

"Group II Investor Monthly Interest" shall mean, with respect

to any Distribution Date, the sum of (a) Series 2005-3 Monthly Interest for such

Distribution Date and (b) the aggregate amount of monthly interest, including

overdue monthly interest and interest on such overdue monthly interest, if such

amounts are payable out of reallocated investor finance charge collections

pursuant to the related Supplements, for all other Series included in Group II

for such Distribution Date.

"Initial Invested Amount" shall mean $700,000,000.

"Interest Accrual Period" shall mean, with respect to any

Distribution Date, the period (a) from and including the Distribution Date

immediately preceding such Distribution Date (or, in the case of the first

Distribution Date, from and including the Closing Date) and (b) to but excluding

such Distribution Date.

"Invested Amount" shall mean, as of any date of determination,

an amount equal to the sum of (a) the Class A Invested Amount as of such date,

(b) the Class B Invested Amount as of such date and (c) the Collateral Invested

Amount as of such date.

"Investment Letter" shall have the meaning specified in

subsection 9.07(a).

"Investor Charge-Offs" shall mean Class A Investor

Charge-Offs, Class B Investor Charge-Offs and Collateral Charge-Offs.

"Investor Default Amount" shall mean, with respect to any

Distribution Date, an amount equal to the product of (a) the Series 2005-3

Allocable Defaulted Amount for the related Monthly Period and (b) the Floating

Allocation Percentage for such Monthly Period.

"Investor Finance Charge Collections" shall mean with respect

to any Distribution Date, an amount equal to the product of (a) the Floating

Allocation Percentage for the related Monthly Period and (b) Series 2005-3

Allocable Finance Charge Collections deposited in the Collection Account for the

related Monthly Period.

"LIBOR" shall mean, for any Interest Accrual Period, a per

annum interest rate determined by the Trustee for such Interest Accrual Period

in accordance with the provisions of Section 4.14.

"LIBOR Determination Date" shall mean June 15, 2005 for the

period from and including the Closing Date to but excluding July 15, 2005, and

for every other Interest Accrual Period, the second London Business Day prior to

the commencement of such Interest Accrual Period.

"London Business Day" shall mean any day on which dealings in

deposits in United States dollars are transacted in the London interbank market.

"Monthly Interest" means, with respect to any Distribution

Date, the Class A Monthly Interest, the Class B Monthly Interest and the

Collateral Minimum Monthly Interest for such Distribution Date.

<PAGE>

"Monthly Receivables Percentage" shall mean, for any day, the

percentage equivalent of a fraction, the numerator of which is an amount equal

to the sum of the aggregate amount of Principal Receivables outstanding in the

Trust attributable to the Transferor or Account Owner with respect to which an

Insolvency Event or a Transfer Restriction Event has occurred, and the

denominator of which is an amount equal to the sum of the aggregate amount of

Principal Receivables outstanding in the Trust, in each as of the last day of

the immediately preceding Monthly Period.

"Monthly Servicing Fee" shall have the meaning specified in

subsection 3.01.

"Pay-Out Event" shall mean any Pay-Out Event specified in

Section 6.01.

"Permitted Assignee" shall mean any Person who, if it were the

Collateral Interest Holder or a holder of an interest in the Trust, as

applicable, would not cause the Trust to be taxable as a publicly traded

partnership for federal income tax purposes.

"Principal Allocation Percentage" shall mean, with respect to

any day during a Monthly Period, the percentage equivalent (which percentage

shall never exceed 100%) of a fraction, the numerator of which is (a) during the

Revolving Period, the Series Adjusted Invested Amount for Series 2005-3 as of

the last day of the immediately preceding Monthly Period (or, in the case of the

first Monthly Period, the Initial Invested Amount) and (b) during the Controlled

Accumulation Period, the Early Amortization Period or any Partial Amortization

Period, the Series Adjusted Invested Amount for Series 2005-3 as of the close of

business on the date on which the Revolving Period shall have terminated and the

denominator of which is the product of (x) the sum of (i) the total amount of

Principal Receivables in the Trust as of the last day of the immediately

preceding Monthly Period (or with respect to the first Monthly Period, the total

amount of Principal Receivables in the Trust as of the Closing Date) and (ii)

the principal amount on deposit in the Special Funding Account as of such last

day (or with respect to the first Monthly Period, the Closing Date) and (y) the

Series 2005-3 Allocation Percentage as of the last day of the immediately

preceding Monthly Period; provided, however, that with respect to any Monthly

Period in which an Addition Date for an Aggregate Addition or a Removal Date

occurs the amount in (x)(i) above shall be (1) the aggregate amount of Principal

Receivables in the Trust at the end of the day on the last day of the prior

Monthly Period for the period from and including the first day of such Monthly

Period to but excluding the related Addition Date or Removal Date and (2) the

aggregate amount of Principal Receivables in the Trust at the end of the day on

the related Addition Date or Removal Date for the period from and including the

related Addition Date or Removal Date to and including the last day of such

Monthly Period; and provided further, that if after the commencement of the

Controlled Accumulation Period a Pay-Out Event occurs with respect to another

Series that was designated in the Supplement therefor as a Series that is a

"Paired Series" with respect to Series 2005-3, the Transferors may, by written

notice delivered to the Trustee and the Servicer, designate a different

numerator for the foregoing fraction, provided that (x) such numerator is not

less than the Adjusted Invested Amount as of the last day of the revolving

period for such Paired Series, (y) the Transferors shall have received written

notice from each Rating Agency that the Rating Agency Condition has been

satisfied with respect to such designation and shall have delivered copies of

each such written notice to the Servicer and the Trustee and (z) each Transferor

shall have delivered to the Trustee an Officer's Certificate of such Transferor

to the effect that, based on the facts known to such officer at such time, in

the reasonable belief of such Transferor, such designation will not cause a

Pay-Out Event or an event that, after the giving of notice or the lapse of time,

would constitute a Pay-Out Event, to occur with respect to Series 2005-3.

"Principal Funding Account" shall have the meaning specified

in subsection 4.03(a)(i).

<PAGE>

"Principal Funding Account Balance" shall mean, with respect

to any date of determination during the Controlled Accumulation Period, the

principal amount, if any, on deposit in the Principal Funding Account on such

date of determination.

"Principal Funding Account Investment Proceeds" shall have the

meaning specified in subsection 4.03(a)(ii).

"Principal Funding Account Investment Shortfall" shall mean,

with respect to each Distribution Date during the Controlled Accumulation

Period, the amount, if any, by which the Principal Funding Account Investment

Proceeds are less than the Covered Amount.

"Reallocated Investor Finance Charge Collections" shall mean

that portion of Group II Investor Finance Charge Collections allocated to Series

2005-3 pursuant to Section 4.10.

"Reallocated Principal Collections" shall mean, with respect

to any Monthly Period, the product of (a) the Series 2005-3 Allocable Principal

Collections deposited in the Collection Account for such Monthly Period and (b)

the sum of the Class B Principal Percentage and the Collateral Principal

Percentage.

"Reassignment Amount" shall mean, with respect to any

Distribution Date, after giving effect to any deposits and distributions

otherwise to be made on such Distribution Date, the sum of (i) the Adjusted

Invested Amount on such Distribution Date, plus (ii) Monthly Interest for such

Distribution Date and any Monthly Interest previously due but not distributed to

the Series 2005-3 Certificateholders on a prior Distribution Date, plus (iii)

the amount of Additional Interest, if any, for such Distribution Date and any

Additional Interest previously due but not distributed to the Series 2005-3

Certificateholders on a prior Distribution Date.

"Reference Banks" shall mean four major banks in the London

interbank market selected by the Servicer.

"Required Accumulation Factor Number" shall be equal to a

fraction, rounded upwards to the nearest whole number, the numerator of which is

one and the denominator of which is equal to the lowest monthly principal

payment rate on the Accounts, expressed as a decimal, for the three months

preceding the date of such calculation.

"Required Amount" shall mean, with respect to any Monthly

Period, the sum of the Class A Required Amount and the Class B Required Amount.

"Required Reserve Account Amount" shall mean, with respect to

any Distribution Date on or after the Reserve Account Funding Date, an amount

equal to (1) 0.50% of the Class A Invested Amount as of the preceding

Distribution Date (after giving effect to all changes therein on such date) or

(2) any other percentage (which may be 0%) of the Class A Invested Amount

designated by the Transferors, provided that if such percentage is less than the

percentage specified in clause (1) above, the Transferors shall have received

the prior written consent of the Collateral Interest Holder and written notice

from each Rating Agency that the Rating Agency Condition shall have been

satisfied with respect to such designation and shall have delivered copies of

each such written notice to the Servicer and the Trustee.

"Reserve Account" shall have the meaning specified in

subsection 4.12(a).

"Reserve Account Funding Date" shall mean the Distribution

Date which occurs not later than the earliest of (a) the Distribution Date with

respect to the Monthly Period that commences not later than three months prior

to the Distribution Date with respect to the first Monthly Period in the

Controlled Accumulation Period, (b) in the event that the average Excess Spread

Percentage for any three consecutive Monthly Periods ending in the June 2006

Monthly Period or any Monthly Period thereafter is less than 2%, the

Distribution Date with respect to such Monthly Period, (c) in the event that the

average Excess Spread Percentage for any three consecutive Monthly Periods

ending in the December 2006 Monthly Period or any Monthly Period thereafter is

less than 3%, the Distribution Date with respect to such Monthly Period and (d)

such earlier Distribution Date as the Transferors may determine by written

notice to the Trustee and the Servicer. For this purpose, the "Excess Spread

Percentage" for any Monthly Period shall be equal to the Series Adjusted

Portfolio Yield for such Monthly Period minus the Base Rate for such Monthly

Period.

<PAGE>

"Reserve Account Surplus" shall mean, as of any date of

determination, the amount, if any, by which the amount on deposit in the Reserve

Account exceeds the Required Reserve Account Amount.

"Reserve Draw Amount" shall have the meaning specified in

subsection 4.12(c).

"Revolving Period" shall mean the period beginning at the

close of business on the Series Cut-Off Date and ending on the earlier of (a)

the close of business on the day immediately preceding the day the Controlled

Accumulation Period commences and (b) the close of business on the day

immediately preceding the day the Early Amortization Period commences.

"Series Adjusted Portfolio Yield" shall mean, with respect to

any Monthly Period, the annualized percentage equivalent of a fraction, (A) the

numerator of which is equal to (a) Reallocated Investor Finance Charge

Collections with respect to such Monthly Period, plus (b) the amount of any

Principal Funding Account Investment Proceeds for the related Distribution Date,

plus (c) provided that each Rating Agency has consented in writing to the

inclusion thereof in calculating the Series Adjusted Portfolio Yield, any Excess

Finance Charge Collections that are allocated to Series 2005-3 with respect to

such Monthly Period, plus (d) the amount of funds, if any, withdrawn from the

Reserve Account which pursuant to subsection 4.12(d) are required to be

deposited into the Collection Account and included as Class A Available Funds

for the Distribution Date with respect to such Monthly Period, minus (e) the

Investor Default Amount for the Distribution Date with respect to such Monthly

Period, and (B) the denominator of which is the Invested Amount as of the last

day of the preceding Monthly Period.

"Series Cut-Off Date" shall mean the close of business on June

17, 2005.

"Series 2005-3" shall mean the Series of Certificates the

terms of which are specified in this Supplement.

"Series 2005-3 Additional Amounts" shall mean, with respect to

any Distribution Date, the sum of the amounts determined pursuant to subsections

4.07(b), (e) and (i) for such Distribution Date.

"Series 2005-3 Allocable Defaulted Amount" shall mean the

Series Allocable Defaulted Amount with respect to Series 2005-3.

"Series 2005-3 Allocable Finance Charge Collections" shall

mean the Series Allocable Finance Charge Collections with respect to Series

2005-3.

"Series 2005-3 Allocable Principal Collections" shall mean the

Series Allocable Principal Collections with respect to Series 2005-3.

"Series 2005-3 Allocation Percentage" shall mean the Series

Allocation Percentage with respect to Series 2005-3.

<PAGE>

"Series 2005-3 Certificate" shall mean a Class A Certificate

or a Class B Certificate or the Collateral Interest.

"Series 2005-3 Certificateholder" shall mean a Class A

Certificateholder or a Class B Certificateholder or the Collateral Interest

Holder.

"Series 2005-3 Certificateholders' Interest" shall mean the

Certificateholders' Interest for Series 2005-3, including the Collateral

Interest.

"Series 2005-3 Monthly Fees" shall mean, with respect to any

Distribution Date, the amount determined pursuant to subsections 4.05(a)(ii),

(b)(ii) and (c)(i) and subsection 4.07(g).

"Series 2005-3 Monthly Interest" shall mean the amounts

determined pursuant to subsections 4.02(a), (b) and (c).

"Series 2005-3 Principal Shortfall" shall have the meaning

specified in Section 4.11.

"Series 2005-3 Termination Date" shall mean the January 2011

Distribution Date.

"Series Invested Amount" shall mean the Initial Invested

Amount.

"Series Required Transferor Amount" shall mean an amount equal

to 7% of the Invested Amount.

"Servicing Base Amount" shall have the meaning specified in

Section 3.01.

"Servicing Fee Rate" shall mean 2.0% per annum.

"Special Payment Date" shall mean each Distribution Date with

respect to the Early Amortization Period.

"Telerate Page 3750" shall mean the display page currently so

designated on the Moneyline Telerate Service (or such other page as may replace

that page on that service for the purpose of displaying comparable rates or

prices).

"Transfer" shall have the meaning specified in subsection

9.07(a).

"Transfer Agreement" shall mean the Transfer and

Administration Agreement, dated as of June 17, 2005, among RFC II, RFC III and

RFC IV, as transferors, TRS, as administrator, and the American Express Credit

Account Secured Note Trust 2005-3, as issuer, as the same may be amended,

supplemented or otherwise modified from time to time.

"Transferor Percentage" shall mean 100% minus (a) the Floating

Allocation Percentage, when used at any time with respect to Finance Charge

Receivables and Defaulted Receivables, or (b) the Principal Allocation

Percentage, when used at any time with respect to Principal Receivables.

(b) Notwithstanding anything to the contrary in this

Supplement or the Agreement, the term "Rating Agency" shall mean, whenever used

in this Supplement or the Agreement with respect to Series 2005-3, Moody's and

Standard & Poor's. As used in this Supplement and in the Agreement with respect

to Series 2005-3, "highest investment category" shall mean (i) in the case of

Standard & Poor's, AAA or A-1+, as applicable and (ii) in the case of Moody's,

Aaa or P-1, as applicable.

<PAGE>

Series 2005-3 Certificates and no other Series of Certificates issued by the

Trust, unless the context otherwise requires. All capitalized terms used herein

and not otherwise defined herein have the meanings ascribed to them in the

Agreement. In the event that any term or provision contained herein shall

conflict with or be inconsistent with any term or provision contained in the

Agreement, the terms and provisions of this Supplement shall govern.

(d) The words "hereof," "herein" and "hereunder" and words of

similar import when used in this Supplement shall refer to this Supplement as a

whole and not to any particular provision of this Supplement; references to any

Article, subsection, Section or Exhibit are references to Articles, subsections,

Sections and Exhibits in or to this Supplement unless otherwise specified; and

the term "including" means "including without limitation."

ARTICLE III

Servicing Fee

Section 3.01. Servicing Compensation. The share of the

Servicing Fee allocable to the Series 2005-3 Certificateholders with respect to

any Distribution Date (the "Monthly Servicing Fee") shall be equal to

one-twelfth of the product of (a) the Servicing Fee Rate and (b) (i) the

Adjusted Invested Amount as of the last day of the Monthly Period preceding such

Distribution Date minus (ii) the product of the amount, if any, on deposit in

the Special Funding Account as of the last day of the Monthly Period preceding

such Distribution Date and the Series 2005-3 Allocation Percentage with respect

to such Monthly Period (the amount calculated pursuant to this clause (b) is

referred to as the "Servicing Base Amount"). The share of the Monthly Servicing

Fee allocable to the Class A Certificateholders with respect to any Distribution

Date (the "Class A Servicing Fee") shall be equal to one-twelfth of the product

of (a) the Class A Floating Percentage, (b) the Servicing Fee Rate and (c) the

Servicing Base Amount. The share of the Monthly Servicing Fee allocable to the

Class B Certificateholders with respect to any Distribution Date (the "Class B

Servicing Fee") shall be equal to one-twelfth of the product of (a) the Class B

Floating Percentage, (b) the Servicing Fee Rate and (c) the Servicing Base

Amount. The share of the Monthly Servicing Fee allocable to the Collateral

Interest with respect to any Distribution Date (the "Collateral Servicing Fee")

shall be equal to one-twelfth of the product of the (a) Collateral Floating

Percentage, (b) the Servicing Fee Rate and (c) the Servicing Base Amount. The

remainder of the Servicing Fee shall be paid by the Holders of the Transferor

Certificates or the investor certificateholders of other Series (as provided in

the related Supplements) and in no event shall the Trust, the Trustee or the

Series 2005-3 Certificateholders be liable for the share of the Servicing Fee to

be paid by the Holders of the Transferor Certificates or the investor

certificateholders of any other Series. To the extent that the Class A Servicing

Fee, the Class B Servicing Fee and the Collateral Servicing Fee are not paid in

full pursuant to the preceding provisions of this Section 3.01, and Sections

4.05 and 4.07, they shall be paid by the Holders of the Transferor Certificates.

ARTICLE IV

Rights of Series 2005-3 Certificateholders and

Allocation and Application of Collections

Section 4.01. Collections and Allocations.

(a) Allocations. Collections of Finance Charge Receivables and

Principal Receivables and Defaulted Receivables allocated to Series 2005-3

pursuant to Article IV of the Agreement (and, as described herein, Collections

of Finance Charge Receivables reallocated from other Series in Group II) shall

be allocated and distributed or reallocated as set forth in this Article.

<PAGE>

(b) Payments to the Transferor. The Servicer shall on each

Deposit Date withdraw from the Collection Account and pay to the Holders of the

Transferor Certificates the following amounts:

(i) an amount equal to the Transferor Percentage for the

related Monthly Period of Series 2005-3 Allocable Finance

Charge Collections to the extent such amount is deposited in

the Collection Account; and

(ii) an amount equal to the Transferor Percentage for the

related Monthly Period of Series 2005-3 Allocable Principal

Collections deposited in the Collection Account, if the

Transferor Amount (determined after giving effect to any

Principal Receivables transferred to the Trust on such Deposit

Date) exceeds zero.

The withdrawals to be made from the Collection Account

pursuant to this subsection 4.01(b) do not apply to deposits into the Collection

Account that do not represent Collections, including payment of the purchase

price for the Certificateholders' Interest pursuant to Section 2.06 or 10.01 of

the Agreement, payment of the purchase price for the Series 2005-3

Certificateholders' Interest pursuant to Section 7.01 of this Supplement and

proceeds from the sale, disposition or liquidation of Receivables pursuant to

Section 9.01 or 12.02 of the Agreement.

Servicer shall, prior to the close of business on each Deposit Date, allocate to

the Series 2005-3 Certificateholders the following amounts as set forth below:

(i) Allocations of Finance Charge Collections. The

Servicer shall allocate to the Series 2005-3

Certificateholders and retain in the Collection Account for

application as provided herein an amount equal to the product

of (A) the Floating Allocation Percentage and (B) the Series

2005-3 Allocation Percentage and (C) the aggregate amount of

Collections of Finance Charge Receivables deposited in the

Collection Account on such Deposit Date.

(ii) Allocations of Principal Collections. The Servicer

shall allocate to the Series 2005-3 Certificateholders the

following amounts as set forth below:

(x) Allocations During the Revolving Period. During

the Revolving Period (A) an amount equal to the product of

(I) the sum of the Class B Principal Percentage and the

Collateral Principal Percentage and (II) the Principal

Allocation Percentage and (III) the Series 2005-3

Allocation Percentage and (IV) the aggregate amount of

Collections of Principal Receivables deposited in the

Collection Account on such Deposit Date, shall be

allocated to the Series 2005-3 Certificateholders and

retained in the Collection Account until applied as

provided herein and (B) an amount equal to the product of

(I) the Class A Principal Percentage and (II) the

Principal Allocation Percentage and (III) the Series

2005-3 Allocation Percentage and (IV) the aggregate amount

of Collections of Principal Receivables deposited in the

Collection Account on such Deposit Date shall be allocated

to the Series 2005-3 Certificateholders and first, if any

other Principal Sharing Series is outstanding and in its

amortization period or accumulation period, retained in

the Collection Account for application, to the extent

necessary, as Shared Principal Collections on the related

Distribution Date, and second paid to the Holders of the

Transferor Certificates; provided, however, that such

amount to be paid to the Holders of the Transferor

Certificates on any Deposit Date shall be paid to such

Holders only if the Transferor Amount on such Deposit Date

is greater than the Required Transferor Amount (after

giving effect to all Principal Receivables transferred to

the Trust on such day) and otherwise shall be deposited in

the Special Funding Account.

<PAGE>

(y) Allocations During the Controlled Accumulation

Period. During the Controlled Accumulation Period (A) an

amount equal to the product of (I) the sum of the Class B

Principal Percentage and the Collateral Principal

Percentage and (II) the Principal Allocation Percentage

and (III) the Series 2005-3 Allocation Percentage and (IV)

the aggregate amount of Collections of Principal

Receivables deposited in the Collection Account on such

Deposit Date, shall be allocated to the Series 2005-3

Certificateholders and retained in the Collection Account

until applied as provided herein and (B) an amount equal

to the product of (I) the Class A Principal Percentage and

(II) the Principal Allocation Percentage and (III) the

Series 2005-3 Allocation Percentage and (IV) the aggregate

amount of Collections of Principal Receivables deposited

in the Collection Account on such Deposit Date (the

product specified in this clause (B) for any such date is

hereinafter referred to as a "Percentage Allocation")

shall be allocated to the Series 2005-3 Certificateholders

and retained in the Collection Account until applied as

provided herein; provided, however, that if the sum of

such Percentage Allocation and all preceding Percentage

Allocations with respect to the same Monthly Period

exceeds the Controlled Deposit Amount during the

Controlled Accumulation Period for the related

Distribution Date, then such excess shall not be treated

as a Percentage Allocation and shall be first, if any

other Principal Sharing Series is outstanding and in its

amortization period or accumulation period, retained in

the Collection Account for application, to the extent

necessary, as Shared Principal Collections on the related

Distribution Date, and second paid to the Holders of the

Transferor Certificates only if the Transferor Amount on

such Deposit Date is greater than the Required Transferor

Amount (after giving effect to all Principal Receivables

transferred to the Trust on such day) and otherwise shall

be deposited in the Special Funding Account.

(z) Allocations During the Early Amortization Period.

During the Early Amortization Period, an amount equal to

the product of (A) the Principal Allocation Percentage and

(B) the Series 2005-3 Allocation Percentage and (C) the

aggregate amount of Collections of Principal Receivables

deposited in the Collection Account on such Deposit Date,

shall be allocated to the Series 2005-3 Certificateholders

and retained in the Collection Account until applied as

provided herein; provided, however, that after the date on

which an amount of such Collections equal to the Adjusted

Invested Amount has been deposited into the Collection

Account and allocated to the Series 2005-3

Certificateholders, the remainder that has not been so

deposited and allocated shall be first, if any other

Principal Sharing Series is outstanding and in its

amortization period or accumulation period, retained in

the Collection Account for application, to the extent

necessary, as Shared Principal Collections on the related

Distribution Date, and second paid to the Holders of the

Transferor Certificates only if the Transferor Amount on

such date is greater than the Required Transferor Amount

(after giving effect to all Principal Receivables

transferred to the Trust on such day) and otherwise shall

be deposited in the Special Funding Account.

Section 4.02. Determination of Monthly Interest.

(a) The amount of monthly interest ("Class A Monthly

Interest") distributable from the Collection Account with respect to the Class A

Certificates on any Distribution Date shall be an amount equal to the product of

(i) a fraction, the numerator of which is the actual number of days in the

period from (and including) the immediately preceding Distribution Date (or in

the case of the first Distribution Date, the Closing Date) to (but excluding)

such Distribution Date and the denominator of which is 360, (ii) the Class A

Certificate Rate for such Distribution Date and (iii) the outstanding principal

balance of the Class A Certificates as of close of business on the immediately

preceding Record Date.

<PAGE>

On the Determination Date preceding each Distribution Date,

the Servicer shall determine the excess, if any (the "Class A Interest

Shortfall"), of (x) the Class A Monthly Interest for such Distribution Date over

(y) the aggregate amount of funds allocated and available to pay such Class A

Monthly Interest on such Distribution Date. If the Class A Interest Shortfall

with respect to any Distribution Date is greater than zero, on each subsequent

Distribution Date until such Class A Interest Shortfall is fully paid, an

additional amount ("Class A Additional Interest") equal to the product of (i) a

fraction, the numerator of which is the actual number of days in the period from

(and including) the immediately preceding Distribution Date (or in the case of

the first Distribution Date, the Closing Date) to (but excluding) such

Distribution Date and the denominator of which is 360, (ii) the sum of (x) the

Class A Certificate Rate and (y) 2.0% per annum and (iii) such Class A Interest

Shortfall (or the portion thereof which has not been paid to the Class A

Certificateholders) shall be payable as provided herein with respect to the

Class A Certificates. Notwithstanding anything to the contrary herein, Class A

Additional Interest shall be payable or distributed to the Class A

Certificateholders only to the extent permitted by applicable law.

(b) The amount of monthly interest ("Class B Monthly

Interest") distributable from the Collection Account with respect to the Class B

Certificates on any Distribution Date shall be an amount equal to the product of

(i) a fraction, the numerator of which is the actual number of days in the

period from (and including) the immediately preceding Distribution Date (or in

the case of the first Distribution Date, the Closing Date) to (but excluding)

such Distribution Date and the denominator of which is 360, (ii) the Class B

Certificate Rate for such Distribution Date and (iii) the Class B Invested

Amount as of the close of business on the immediately preceding Record Date.

On the Determination Date preceding each Distribution Date,

the Servicer shall determine the excess, if any (the "Class B Interest

Shortfall"), of (x) the Class B Monthly Interest for such Distribution Date over

(y) the aggregate amount of funds allocated and available to pay such Class B

Monthly Interest on such Distribution Date. If the Class B Interest Shortfall

with respect to any Distribution Date is greater than zero, on each subsequent

Distribution Date until such Class B Interest Shortfall is fully paid, an

additional amount ("Class B Additional Interest") equal to the product of (i) a

fraction, the numerator of which is the actual number of days in the period from

(and including) the immediately preceding Distribution Date (or in the case of

the first Distribution Date, the Closing Date) to (but excluding) such

Distribution Date and the denominator of which is 360, (ii) the sum of (x) the

Class B Certificate Rate and (y) 2.0% per annum and (iii) such Class B Interest

Shortfall (or the portion thereof which has not been paid to the Class B

Certificateholders) shall be payable as provided herein with respect to the

Class B Certificates. Notwithstanding anything to the contrary herein, Class B

Additional Interest shall be payable or distributed to the Class B

Certificateholders only to the extent permitted by applicable law.

Monthly Interest") distributable from the Collection Account with respect to the

Collateral Invested Amount on any Distribution Date shall be an amount equal to

the product of (i) (A) a fraction, the numerator of which is the actual number

of days in the period from (and including) the immediately preceding

Distribution Date (or in the case of the first Distribution Date, the Closing

Date) to (but excluding) such Distribution Date and the denominator of which is

360 and (B) the Collateral Minimum Interest Rate in effect with respect to the

period from (and including) the immediately preceding Distribution Date (or in

the case of the first Distribution Date, the Closing Date) to (but excluding)

such Distribution Date, and (ii) the Collateral Initial Invested Amount less the

aggregate amount of principal payments distributed to the Collateral Interest

Holder on all prior Distribution Dates.

<PAGE>

On the Determination Date preceding each Distribution Date,

the Servicer shall determine an amount (the "Collateral Interest Shortfall")

equal to (x) the aggregate Collateral Minimum Monthly Interest for such

Distribution Date minus (y) the aggregate amount of funds allocated and

available to pay such Collateral Minimum Monthly Interest on such Distribution

Date. If the Collateral Interest Shortfall with respect to any Distribution Date

is greater than zero, on each subsequent Distribution Date until such Collateral

Interest Shortfall is fully paid, an additional amount ("Collateral Additional

Interest") shall be payable as provided herein with respect to the Collateral

Invested Amount equal to the product of (i) (A) a fraction, the numerator of

which is the actual number of days in the period from (and including) the

immediately preceding Distribution Date to (but excluding) such Distribution

Date and the denominator of which is 360 and (B) the Collateral Minimum Interest

Rate in effect during the period from (and including) the immediately preceding

Distribution Date to (but excluding) such Distribution Date, and (ii) such

Collateral Interest Shortfall (or the portion thereof which has not been paid to

the Collateral Interest Holder). Notwithstanding anything to the contrary

herein, Collateral Additional Interest shall be payable or distributed to the

Collateral Interest Holder only to the extent permitted by applicable law.

Section 4.03. Principal Funding Account; Controlled

Accumulation Period.

(a) (i) The Servicer, for the benefit of the Series 2005-3

Certificateholders, shall establish and maintain in the name of the Trustee, on

behalf of the Trust, an Eligible Deposit Account (the "Principal Funding

Account"), bearing a designation clearly indicating that the funds deposited

therein and the property credited thereto are held for the benefit of the Series

2005-3 Certificateholders. The Principal Funding Account shall initially be

established with The Bank of New York.

(ii) At the written direction of the Servicer, funds on

deposit in the Principal Funding Account shall be invested by the Trustee in

Eligible Investments selected by the Servicer. All such Eligible Investments

shall be held by the Trustee for the benefit of the Series 2005-3

Certificateholders; provided that on each Distribution Date all interest and

other investment income (net of losses and investment expenses) ("Principal

Funding Account Investment Proceeds") on funds on deposit therein shall be

applied as set forth in paragraph (iii) below. Funds on deposit in the Principal

Funding Account shall be invested in Eligible Investments that will mature so

that such funds will be available at the close of business on the Transfer Date

preceding the following Distribution Date. Unless the Servicer directs

otherwise, funds deposited in the Principal Funding Account on a Transfer Date

(which immediately precedes a Distribution Date) upon the maturity of any

Eligible Investments are not required to be invested overnight. No such Eligible

Investment shall be disposed of prior to its maturity; provided, however, that

the Trustee shall sell, liquidate or dispose of any such Eligible Investment if,

prior to the maturity of such Eligible Investment, a default occurs in the

payment of principal, interest or any other amount with respect to such Eligible

Investment; provided further, however, that the Servicer shall deliver prompt

written notice to the Trustee of any such default; and provided further that,

subject to Section 11.01 of the Agreement, the Trustee will not in any way be

held liable by reason of any insufficiency in such Principal Funding Account

resulting from any loss on any Eligible Investment included therein except for

losses attributable to the Trustee's failure to make payments on such Eligible

Investments issued by the Trustee, in its commercial capacity, in accordance

with their terms.

(iii) On each Distribution Date with respect to the

Controlled Accumulation Period, the Servicer shall direct the Trustee in writing

to withdraw from the Principal Funding Account and deposit into the Collection

Account all Principal Funding Account Investment Proceeds then on deposit in the

Principal Funding Account and such Principal Funding Account Investment Proceeds

shall be treated as a portion of Class A Available Funds and Class B Available

Funds.

<PAGE>

(iv) Reinvested interest and other investment income on

funds deposited in the Principal Funding Account shall not be considered to be

principal amounts on deposit therein for purposes of this Supplement.

(b) (i) The Trustee shall possess all right, title and

interest in all funds and property from time to time deposited in or credited to

the Principal Funding Account and in all proceeds thereof. The Principal Funding

Account shall be under the sole dominion and control of the Trustee for the

benefit of the Series 2005-3 Certificateholders. If, at any time, the Principal

Funding Account ceases to be an Eligible Deposit Account, the Trustee (or the

Servicer on its behalf) shall within 10 Business Days (or such longer period,

not to exceed 30 calendar days, as to which each Rating Agency may consent)

establish a new Principal Funding Account meeting the conditions specified in

paragraph (a)(i) above as an Eligible Deposit Account and shall transfer any

cash or any investments to such new Principal Funding Account.

(ii) Pursuant to the authority granted to the Servicer in

subsection 3.01(b) of the Agreement, the Servicer shall have the power to make

withdrawals and payments or to instruct the Trustee to make withdrawals and

payments from the Principal Funding Account for the purposes of carrying out the

Servicer's or Trustee's duties hereunder. Pursuant to the authority granted to

the Paying Agent in Section 5.01 of this Supplement and Section 6.07 of the

Agreement, the Paying Agent shall have the power to withdraw funds from the

Principal Funding Account for the purpose of making distributions to the Series

2005-3 Certificateholders.

commence at the close of business on the last day of the May 2007 Monthly

Period; provided, however, that if the Controlled Accumulation Period Length

(which shall be determined as described below) is less than 12 months, the date

on which the Controlled Accumulation Period actually commences will be delayed

to the close of business on the last day of the month preceding the month that

is the number of months prior to the Expected Final Payment Date at least equal

to the Controlled Accumulation Period Length and, as a result, the number of

Monthly Periods in the Controlled Accumulation Period will at least equal the

Controlled Accumulation Period Length. On the Determination Date immediately

preceding the May 2007 Distribution Date, and on each Determination Date

thereafter that occurs prior to the Determination Date occurring in the Monthly

Period in which the Controlled Accumulation Period commences, the Servicer will

determine the "Controlled Accumulation Period Length" which will equal the

number of months such that the sum of the Controlled Accumulation Period Factors

for each month during such period will be equal to or greater than the Required

Accumulation Factor Number; provided, however, that the Controlled Accumulation

Period Length shall not be less than one month. Notwithstanding the foregoing,

if the Controlled Accumulation Period Length shall have been determined to be

less than 12 months and, after the date on which such determination is made, a

Pay-Out Event or Reinvestment Event (as those terms are defined in the

Supplement for such Series) shall occur with respect to any outstanding

Principal Sharing Series other than Series 2005-3, the Controlled Accumulation

Period will commence on the earlier of (i) the first day of the Monthly Period

immediately succeeding the date that such Pay-Out Event or Reinvestment Event

shall have occurred with respect to such Series and (ii) the date on which the

Controlled Accumulation Period is then scheduled to commence.

Section 4.04. Required Amount.

(a) With respect to each Distribution Date, on the related

Determination Date, the Servicer shall determine the amount (the "Class A

Required Amount"), if any, by which (x) the sum of (i) Class A Monthly Interest

for such Distribution Date, (ii) any Class A Monthly Interest previously due but

not paid to the Class A Certificateholders on a prior Distribution Date, (iii)

any Class A Additional Interest for such Distribution Date and (iv) any Class A

Additional Interest previously due but not paid to the Class A

Certificateholders on a prior Distribution Date, (v) if TRS or an Affiliate of

TRS is no longer the Servicer, the Class A Servicing Fee for such Distribution

Date, (vi) if TRS or an Affiliate of TRS is no longer the Servicer, any Class A

Servicing Fee previously due but not paid to the Servicer, and (vii) the Class A

Investor Default Amount, if any, for such Distribution Date exceeds (y) the

Class A Available Funds. In the event that the difference between (x) the Class

A Required Amount for such Distribution Date and (y) the amount of Excess Spread

and Excess Finance Charge Collections applied with respect thereto pursuant to

subsection 4.07(a) on such Distribution Date is greater than zero, the Servicer

shall give written notice to the Transferors and the Trustee of such excess

Class A Required Amount on the date of computation.

<PAGE>

(b) With respect to each Distribution Date, on the related

Determination Date, the Servicer shall determine the amount (the "Class B

Required Amount"), if any, equal to the sum of (x) the amount, if any, by which

(A) the sum of (i) Class B Monthly Interest for such Distribution Date, (ii) any

Class B Monthly Interest previously due but not paid to the Class B

Certificateholders, (iii) Class B Additional Interest, if any, for such

Distribution Date, (iv) any Class B Additional Interest previously due but not

paid to the Class B Certificateholders on a prior Distribution Date, (v) if TRS

or an Affiliate of TRS is no longer the Servicer, the Class B Servicing Fee for

such Distribution Date and (vi) if TRS or an Affiliate of TRS is no longer the

Servicer, any Class B Servicing Fee previously due but not paid to the Servicer

exceeds (B) the Class B Available Funds and (y) the Class B Investor Default

Amount for such Distribution Date. In the event that the difference between (x)

the Class B Required Amount for such Distribution Date and (y) the amount of

Excess Spread and Excess Finance Charge Collections applied with respect thereto

pursuant to subsection 4.07(d) on such Distribution Date is greater than zero,

the Servicer shall give written notice to the Transferors and the Trustee of

such excess Class B Required Amount on the date of computation.

Section 4.05. Application of Class A Available Funds, Class B

Available Funds, Collateral Available Funds and Available Principal Collections.

The Servicer shall apply, or shall cause the Trustee to apply by written

instruction to the Trustee, on each Distribution Date, Class A Available Funds,

Class B Available Funds, Collateral Available Funds and Available Principal

Collections on deposit in the Collection Account with respect to such

Distribution Date to make the following distributions:

(a) On each Distribution Date, an amount equal to the Class A

Available Funds with respect to such Distribution Date will be distributed or

deposited in the following priority:

(i) an amount equal to Class A Monthly Interest for such

Distribution Date, plus the amount of any Class A Monthly

Interest previously due but not distributed to Class A

Certificateholders on a prior Distribution Date, plus the

amount of any Class A Additional Interest for such

Distribution Date and any Class A Additional Interest

previously due but not distributed to Class A

Certificateholders on a prior Distribution Date, shall be

distributed to the Paying Agent for payment to the Class A

Certificateholders;

(ii) if TRS or an Affiliate of TRS is no longer the

Servicer, an amount equal to the Class A Servicing Fee for

such Distribution Date, plus the amount of any Class A

Servicing Fee previously due but not distributed to the

Servicer on a prior Distribution Date, shall be distributed to

the Servicer;

<PAGE>

(iii) an amount equal to the Class A Investor Default

Amount for such Distribution Date shall be treated as a

portion of Available Principal Collections for such

Distribution Date; and

(iv) the balance, if any, shall constitute Excess Spread

and shall be allocated and distributed or deposited as set

forth in Section 4.07.

(b) On each Distribution Date, an amount equal to the Class B

Available Funds with respect to such Distribution Date will be distributed or

deposited in the following priority:

(i) an amount equal to Class B Monthly Interest for such

Distribution Date, plus the amount of any Class B Monthly

Interest previously due but not distributed to Class B

Certificateholders on a prior Distribution Date, plus the

amount of any Class B Additional Interest for such

Distribution Date and any Class B Additional Interest

previously due but not distributed to Class B

Certificateholders on a prior Distribution Date, shall be

distributed to the Paying Agent for payment to the Class B

Certificateholders;

(ii) if TRS or an Affiliate of TRS is no longer the

Servicer, an amount equal to the Class B Servicing Fee for

such Distribution Date, plus the amount of any Class B

Servicing Fee previously due but not distributed to the

Servicer on a prior Distribution Date, shall be distributed to

the Servicer; and

(iii) the balance, if any, shall constitute Excess Spread

and shall be allocated and distributed or deposited as set

forth in Section 4.07.

Collateral Available Funds with respect to such Distribution Date will be

distributed or deposited in the following priority:

(i) if TRS or an Affiliate of TRS is no longer the

Servicer, an amount equal to the Collateral Servicing Fee for

such Distribution Date, plus the amount of any Collateral

Servicing Fee previously due but not distributed to the

Servicer on a prior Distribution Date, shall be distributed to

the Servicer; and

(ii) the balance, if any, shall constitute Excess Spread

and shall be allocated and distributed or deposited as set

forth in Section 4.07.

(d) On each Distribution Date with respect to the Revolving

Period, an amount equal to the Available Principal Collections deposited in the

Collection Account for the related Monthly Period shall be treated as Shared

Principal Collections and applied in accordance with Section 4.04 of the

Agreement.

(e) On each Distribution Date with respect to the Controlled

Accumulation Period, an amount equal to the Available Principal Collections

deposited in the Collection Account for the related Monthly Period shall be

distributed in the following order of priority:

(i) an amount equal to the lesser of (x) the Controlled

Deposit Amount and (y) the sum of the Class A Adjusted

Invested Amount and the Class B Adjusted Invested Amount shall

be deposited in the Principal Funding Account;

(ii) for each Distribution Date beginning on the

Distribution Date on which the Class B Invested Amount shall

have been paid in full, an amount up to the Collateral

Invested Amount shall be distributed to the Collateral

Interest Holder; and

<PAGE>

(iii) the balance of such Available Principal Collections

shall be treated as Shared Principal Collections and applied

in accordance with Section 4.04 of the Agreement.

(f) On each Distribution Date with respect to the Early

Amortization Period, an amount equal to Available Principal Collections

deposited in the Collection Account for the related Monthly Period shall be

distributed or deposited in the following order of priority:

(i) an amount up to the Class A Adjusted Invested Amount

on such Distribution Date shall be deposited in the Principal

Funding Account for distribution to the Class A

Certificateholders;

(ii) for each Distribution Date beginning on the

Distribution Date on which the Class A Invested Amount is paid

in full, an amount up to the Class B Adjusted Invested Amount

on such Distribution Date shall be deposited in the Principal

Funding Account for distribution to the Class B

Certificateholders;

(iii) for each Distribution Date beginning on the

Distribution Date on which the Class B Invested Amount is paid

in full, an amount up to the Collateral Invested Amount on

such Distribution Date shall be distributed to the Collateral

Interest Holder; and

(iv) for each Distribution Date, after giving effect to

paragraphs (i), (ii) and (iii) above, an amount equal to the

balance, if any, of such Available Principal Collections will

be treated as Shared Principal Collections and applied in

accordance with Section 4.04 of the Agreement.

Section 4.06. Defaulted Amounts; Investor Charge-Offs.

(a) On each Determination Date, the Servicer shall calculate

the Class A Investor Default Amount, if any, for the related Distribution Date.

If, on any Distribution Date, the Class A Required Amount for the related

Monthly Period exceeds the sum of (x) the amount of Reallocated Principal

Collections allocated to Series 2005-3 with respect to such Monthly Period and

(y) the amount of Excess Spread and the Excess Finance Charge Collections

allocable to Series 2005-3 with respect to such Monthly Period, the Collateral

Invested Amount, if any, will be reduced by the amount of such excess, but not

by more than the Class A Investor Default Amount for such Distribution Date. In

the event that such reduction would cause the Collateral Invested Amount to be a

negative number, the Collateral Invested Amount will be reduced to zero and the

Class B Invested Amount shall be reduced by the amount by which the Collateral

Invested Amount would have been reduced below zero, but not by more than the

excess, if any, of the Class A Investor Default Amount for such Distribution

Date over the amount of such reduction, if any, of the Collateral Invested

Amount with respect to such Distribution Date. In the event that such reduction

would cause the Class B Invested Amount to be a negative number, the Class B

Invested Amount shall be reduced to zero, and the Class A Invested Amount shall

be reduced by the amount by which the Class B Invested Amount would have been

reduced below zero, but not by more than the excess, if any, of the Class A

Investor Default Amount for such Distribution Date over the aggregate amount of

the reductions, if any, of the Collateral Invested Amount and the Class B

Invested Amount for such Distribution Date (a "Class A Investor Charge-Off").

Class A Investor Charge-Offs shall thereafter be reimbursed and the Class A

Invested Amount increased (but not by an amount in excess of the aggregate

unreimbursed Class A Investor Charge-Offs) on any Distribution Date by the

amount of Excess Spread and Excess Finance Charge Collections allocated and

available for that purpose pursuant to subsection 4.07(b). References to

"negative numbers" above shall be determined without regard to the requirement

that the Invested Amount of a Class not be reduced below zero.

<PAGE>

(b) On each Determination Date, the Servicer shall calculate

the Class B Investor Default Amount, if any, for the related Distribution Date.

If, on any Distribution Date, the Class B Required Amount for such Distribution

Date exceeds the sum of (x) the amount of Excess Spread and Excess Finance

Charge Collections allocated to Series 2005-3 with respect to the related

Monthly Period which are allocated and available to pay such amount pursuant to

subsection 4.07(d) and (y) the Reallocated Principal Collections allocable to

the Collateral Interest and not required to pay the Class A Required Amount with

respect to such Distribution Date, then the Collateral Invested Amount shall be

reduced by the amount of such excess. In the event that such reduction would

cause the Collateral Invested Amount to be a negative number, the Collateral

Invested Amount shall be reduced to zero, and the Class B Invested Amount shall

be reduced by the amount by which the Collateral Invested Amount would have been

reduced below zero, but not by more than the excess, if any, of the Class B

Investor Default Amount for such Distribution Date over the amount of such

reduction, if any, of the Collateral Invested Amount with respect to such

Distribution Date (a "Class B Investor Charge-Off"). Class B Investor

Charge-Offs shall thereafter be reimbursed and the Class B Invested Amount

increased (but not by an amount in excess of the aggregate unreimbursed Class B

Investor Charge-Offs) on any Distribution Date by the amount of Excess Spread

and Excess Finance Charge Collections allocated and available for that purpose

pursuant to subsection 4.07(e). References to "negative numbers" above shall be

determined without regard to the requirement that the Invested Amount of a Class

not be reduced below zero.

the Collateral Default Amount. If on any Distribution Date the Collateral

Default Amount for the previous Monthly Period exceeds the amount of Excess

Spread and Excess Finance Charge Collections allocated to Series 2005-3 with

respect to the related Monthly Period which are allocated and available to pay

such amount pursuant to subsection 4.07(h), the Collateral Invested Amount will

be reduced by the amount of such excess but not by more than the lesser of the

Collateral Default Amount and the Collateral Invested Amount for such

Distribution Date (a "Collateral Charge-Off"). The Collateral Invested Amount

will be reimbursed after any reduction pursuant to this Section 4.06 on any

Distribution Date by the amount of Excess Spread and Excess Finance Charge

Collections allocated and available on such Distribution date for that purpose

as described under subsection 4.07(i).

Section 4.07. Excess Spread; Excess Finance Charge

Collections. The Servicer shall apply, or shall cause the Trustee to apply by

written instruction to the Trustee, on each Distribution Date, Excess Spread and

Excess Finance Charge Collections allocated to Series 2005-3 with respect to the

related Monthly Period, to make the following distributions or deposits in the

following order of priority:

(a) an amount equal to the Class A Required Amount, if any,

with respect to such Distribution Date shall be distributed by the Trustee to

fund the Class A Required Amount in accordance with, and in the priority set

forth in, subsections 4.05(a)(i), (ii) and (iii);

(b) an amount equal to the aggregate amount of Class A

Investor Charge-Offs which have not been previously reimbursed shall be treated

as a portion of Available Principal Collections for such Distribution Date;

principal balance of the Class B Certificates not otherwise distributed to the

Class B Certificateholders pursuant to Section 4.05(b)(i), at a rate per annum

equal to the Class B Certificate Rate, shall be distributed to the Class B

Certificateholders, except that interest previously due but not paid will accrue

interest at a rate per annum equal to the Class B Certificate Rate plus 2% per

annum;

(d) an amount equal to the Class B Required Amount, if any,

with respect to such Distribution Date will be (i) used to fund the Class B

Required Amount and be applied in accordance with subsections 4.05(b)(i) and

4.05(b)(ii), and then (ii) an amount up to the Class B Investor Default Amount

will be treated and applied as Available Principal Collections for such

Distribution Date;

<PAGE>

(e) an amount equal to the aggregate amount by which the Class

B Invested Amount has been reduced pursuant to clauses (c), (d) and (e) of the

definition of "Class B Invested Amount" in Section 2.01 of this Supplement (but

not in excess of the aggregate amount of such reductions which have not been

previously reimbursed) shall be treated as a portion of Available Principal

Collections for such Distribution Date;

(f) an amount equal to Collateral Minimum Monthly Interest for

such D

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