Common use of Administration of the Collection Account and the Reserve Account Clause in Contracts

Administration of the Collection Account and the Reserve Account. The Issuer shall cause funds on deposit in the Collection Account and the Reserve Account that are not both deposited and to be withdrawn on the same date to be invested in Permitted Investments pursuant to a form of investment direction acceptable to the Trustee. The Issuer agrees that it shall ensure that any such investment shall mature and such funds shall be available for withdrawal on or prior to the Series Transfer Date related to the Monthly Period in which such funds were received or deposited, or if so specified in the related Series Supplement, immediately preceding a Payment Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the definition thereof) that constitutes investment property as a securities intermediary, and in its capacity as securities intermediary (I) agrees that such investment property shall at all times be credited to a securities account of which the Trustee is the entitlement holder, (II) shall comply with entitlement orders originated by the Trustee without the further consent of any other Person, (III) agrees that all property credited to such securities account shall be treated as a financial asset, (IV) solely in its capacity as securities intermediary waives any Lien on any property credited to such securities account, (V) agrees that its jurisdiction for purposes of Section 8-110 and Section 9-305(a)(3) of the UCC shall be New York and (VI) such securities account shall be governed by the law of the State of New York; and (ii) maintain for the benefit of the Secured Parties, possession or control of each other Permitted Investment (including any negotiable instruments, if any, evidencing such Permitted Investments) not described in clause (i) above (other than such as are described in clause (c) of the definition thereof); provided that the Issuer shall not permit any Permitted Investment to be disposed of prior to its maturity date if such disposition would result in a loss. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. At the end of each month, the Servicer shall direct all interest and earnings (net of losses and investment expenses) on funds on deposit in the Reserve Account to be deposited in the Collection Account and treated as Investment Earnings. If at the end of a month losses and investment expenses on funds on deposit in any of the Collection Account or the Reserve Account exceed interest and earnings on such funds during such month, losses and expenses to the extent of such excess will be allocated by the Servicer on the related Series Transfer Date, with respect to any Series, among the Noteholders of such Series and the Issuer as provided in the related Series Supplement. Subject to the restrictions set forth above, the Issuer, or a Person designated in writing by the Issuer, of which the Trustee shall have received written notification thereof, shall have the authority to instruct the Trustee with respect to the investment of funds on deposit in the Collection Account and the Reserve Account.

Administration of the Collection Account and the Reserve Account. The Issuer shall cause funds Funds on deposit in the Collection Account and or the Reserve Account that are not both deposited and to be withdrawn on the same date to shall be invested in Permitted Investments pursuant to a form of investment direction acceptable to the TrusteeInvestments. The Issuer agrees that it shall ensure that any Any such investment shall mature and such funds shall be available for withdrawal on or prior to the Series Transfer Business Day immediately preceding the Payment Date related to immediately following the Monthly Period in which such funds were received or deposited. Wilmington Trust, or if so specified in National Association is hereby appointed as the related Series Supplement, immediately preceding a Payment Dateinitial securities intermediary hereunder (the “Securities Intermediary”) and accepts such appointment. The Trustee shallSecurities Intermediary represents, warrants, and covenants, and the parties hereto agree, that at all times prior to the termination of this Indenture: (i) hold the Securities Intermediary shall be a bank that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity hereunder; (ii) the Collection Account and the Reserve Account each Permitted Investment shall be an account maintained with the Securities Intermediary to which financial assets may be credited and the Securities Intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise such financial assets; (other than such as are described in clause (ciii) each item of property credited to the definition thereof) that constitutes investment property Collection Account or the Reserve Account shall be treated as a securities intermediary, and in its capacity as securities intermediary financial asset; (Iiv) agrees that such investment property shall at all times be credited to a securities account of which the Trustee is the entitlement holder, (II) Securities Intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of by the Issuer or any other Person, ; (IIIv) agrees that all property credited to such securities account shall be treated as a financial asset, (IV) solely in its capacity as securities intermediary the Securities Intermediary waives any Lien on any property credited to such securities accountthe Collection Account or the Reserve Account, and (Vvi) the Securities Intermediary agrees that its jurisdiction for purposes of Section 8-110 and Section 9-305(a)(3) of the UCC shall be New York and (VI) such securities account York. The Securities Intermediary shall be governed by the law of the State of New York; and (ii) maintain for the benefit of the Secured Parties, possession or control of each other Permitted Investment (including any negotiable instruments, if any, evidencing such Permitted Investments) not described credited to or deposited in clause (i) above a Trust Account (other than such as are described in clause (cb) of the definition thereof); provided that the Issuer shall not permit any no Permitted Investment to shall be disposed of prior to its maturity date if such disposition 4166-0661-7649.19 would result in a loss. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined Nothing herein shall have impose upon the meaning Securities Intermediary any duties or obligations other than those expressly set forth in herein and those applicable to a securities intermediary under the New York UCC. The Securities Intermediary shall be entitled to all of the protections available to a securities intermediary under the UCC. At the end of each month, the Servicer shall direct all interest and earnings (net of losses and investment expenses) on funds on deposit in the Reserve Account to be deposited in the Collection Account and on deposit in the Reserve Account, respectively, shall be treated as Investment Earnings. If at the end of a month losses and investment expenses on funds on deposit in any of the Collection Account or the Reserve Account exceed interest and earnings on such funds during such month, losses and expenses to the extent of such excess will be allocated by the Servicer on the related Series Transfer Date, with respect to any Series, among the Noteholders of such Series and the Issuer as provided in the related Series SupplementSection 5.15. Subject to the restrictions set forth above, the Issuer, or a Person designated in writing by the Issuer, of which the Indenture Trustee shall have received written notification thereof, shall have the authority to instruct the Indenture Trustee with respect to the investment of funds on deposit in the Collection Account or the Reserve Account. Notwithstanding anything herein to the contrary, if the Issuer (or its designee) has not provided such direction, the funds in the Collection Account and the Reserve AccountAccount will remain uninvested. Neither the Indenture Trustee nor the Securities Intermediary shall have any responsibility or liability for any loss which may result from any investment or sale of investment made pursuant to this Indenture. Wilmington Trust, National Association (in any capacity hereunder) is hereby authorized, in making or disposing of any investment permitted by this Indenture, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or any such affiliate is acting as agent of Wilmington Trust, National Association (acting in any capacity hereunder) or for any third person or dealing as principal for its own account. The parties to the Transaction Documents acknowledge that the Wilmington Trust, National Association (individually and in any capacity hereunder) is not providing investment supervision, recommendations, or advice.

Administration of the Collection Account and the Reserve Account. The Issuer shall cause funds on deposit in the Collection Account and the Reserve Account that are not both deposited and to be withdrawn on the same date to be invested in Permitted Investments pursuant to a form of investment direction acceptable to the Trustee. The Issuer agrees that it shall ensure that any such investment shall mature and such funds shall be available for withdrawal on or prior to the Series Transfer Date related to the Monthly Period in which such funds were received or deposited, or if so specified in the related Series Supplement, immediately preceding a Payment Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the definition thereof) that constitutes investment property as a securities intermediary, and in its capacity as securities intermediary (I) agrees that such investment property shall at all times be credited to a securities account of which the Trustee is the entitlement holder, (II) shall comply with entitlement orders originated by the Trustee without the further consent of any other Person, (III) agrees that all property credited to such securities account shall be treated as a financial asset, (IV) solely in its capacity as securities intermediary waives any Lien on any property credited to such securities account, and (V) agrees that its jurisdiction for purposes of Section 8-110 and Section 9-305(a)(3) of the UCC shall be New York and (VI) such securities account shall be governed by the law of the State of New York; and (ii) maintain for the benefit of the Secured Parties, possession or control of each other Permitted Investment (including any negotiable instruments, if any, evidencing such Permitted Investments) not described in clause (i) above (other than such as are described in clause (c) of the definition thereof); provided that the Issuer shall not permit any Permitted Investment to be disposed of prior to its maturity date if such disposition would result in a loss. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. At the end of each month, the Servicer shall direct all interest and earnings (net of losses and investment expenses) on funds on deposit in the Reserve Account to be deposited in the Collection Account and treated as Investment Earnings. If at the end of a month losses and investment expenses on funds on deposit in any of the Collection Account or the Reserve Account exceed interest and earnings on such funds during such month, losses and expenses to the extent of such excess will be allocated by the Servicer on the related Series Transfer Date, with respect to any Series, among the Noteholders of such Series and the Issuer as provided in the related Series Supplement. Subject to the restrictions set forth above, the Issuer, or a Person designated in writing by the Issuer, of which the Trustee shall have received written notification thereof, shall have the authority to instruct the Trustee with respect to the investment of funds on deposit in the Collection Account and the Reserve Account.

Administration of the Collection Account and the Reserve Account. The Issuer shall cause funds Funds on deposit in the Collection Account and or the Reserve Account that are not both deposited and to be withdrawn on the same date to shall be invested in Permitted Investments pursuant to a form at the written direction of investment direction acceptable to the TrusteeIssuer (or the Administrator on its behalf). The Issuer agrees that it shall ensure that any Any such investment shall mature and such funds shall be available for withdrawal on or prior to the Series Transfer Payment Date related to the Monthly Period in which such funds were received or deposited, or if so specified in the related Series Supplement, immediately preceding a Payment Date. Wilmington Trust, National Association is hereby appointed as the initial securities intermediary hereunder (the “Securities Intermediary”) and accepts such appointment. The Trustee shallSecurities Intermediary represents, warrants, and covenants, and the parties hereto agree, that at all times prior to the termination of this Indenture: (i) hold the Securities Intermediary shall be a bank that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity hereunder; (ii) the Collection Account and the Reserve Account each Permitted Investment shall be a separate account maintained with the Securities Intermediary to which financial assets may be credited and the Securities Intermediary shall treat the Trustee as entitled to exercise the rights that comprise such financial assets; (other than such as are described in clause (ciii) each item of property credited to the definition thereof) that constitutes investment property Collection 4866-9982-4145.5 Account or the Reserve Account shall be treated as a securities intermediary, and in its capacity as securities intermediary financial asset; (Iiv) agrees that such investment property shall at all times be credited to a securities account of which the Trustee is the entitlement holder, (II) Securities Intermediary shall comply with entitlement orders originated by the Trustee without the further consent of by the Issuer or any other Person, ; (IIIv) agrees that all property credited to such securities account shall be treated as a financial asset, (IV) solely in its capacity as securities intermediary the Securities Intermediary waives any Lien on any property credited to such securities accountthe Collection Account or the Reserve Account, and (Vvi) the Securities Intermediary agrees that its jurisdiction for purposes of Section 8-110 and Section 9-305(a)(3) of the UCC shall be New York and (VI) such securities account York. The Securities Intermediary shall be governed by the law of the State of New York; and (ii) maintain for the benefit of the Secured Parties, possession or control of each other Permitted Investment (including any negotiable instruments, if any, evidencing such Permitted Investments) not described credited to or deposited in clause (i) above a Trust Account (other than such as are described in clause (cb) of the definition thereof); provided that the Issuer shall not permit any no Permitted Investment to shall be disposed of prior to its maturity date if such disposition would result in a loss. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined Nothing herein shall have impose upon the meaning Securities Intermediary any duties or obligations other than those expressly set forth in herein and those applicable to a securities intermediary under the New York UCC. The Securities Intermediary shall be entitled to all of the protections available to a securities intermediary under the UCC. At the end of each month, the Servicer shall direct all interest and earnings (net of losses and investment expenses) on funds on deposit in the Reserve Account to be deposited in the Collection Account and on deposit in the Reserve Account, respectively, shall be treated as Investment Earnings. If at the end of a month losses and investment expenses on funds on deposit in any of the Collection Account or the Reserve Account exceed interest and earnings on such funds during such month, losses and expenses to the extent of such excess will be allocated by the Servicer on the related Series Transfer Dateallocated, with respect to any Series, among the Noteholders and Certificateholders of such Series and the Issuer as provided in the related Series Supplement. Subject to the restrictions set forth above, the Issuer, the Administrator or a any other Person designated in writing by the Issuer, of which the Trustee shall have received written notification thereof, shall have the authority to instruct the Trustee with respect to the investment of funds on deposit in the Collection Account or the Reserve Account. Notwithstanding anything herein to the contrary, if the Issuer (or its designee) has not provided such direction, the funds in the Collection Account and the Reserve AccountAccount will remain uninvested. Neither the Trustee nor the Securities Intermediary shall have any responsibility or liability for any loss which may result from an investment or sale of investment made pursuant to this Indenture. Wilmington Trust, National Association (in any capacity hereunder) is hereby authorized, in making or disposing of any investment permitted by this Indenture, to deal with itself (in its individual capacity) or with any one or more of its Affiliates, whether it or any such Affiliate is acting as agent of Wilmington Trust, National Association (acting in any capacity hereunder) or for any third-person or dealing as principal for its own account. The parties to the Transaction Documents acknowledge that Wilmington Trust, National Association (individually and in any capacity hereunder) is not providing investment supervision, recommendations, or advice.

Administration of the Collection Account and the Reserve Account. The Issuer shall cause funds Funds on deposit in the Collection Account and or the Reserve Account that are not both deposited and to be withdrawn on the same date to shall be invested in Permitted Investments pursuant to a form of investment direction acceptable to the TrusteeInvestments. The Issuer agrees that it shall ensure that any Any such investment shall mature and such funds shall be available for withdrawal on or prior to the Series Transfer Date related to the Monthly Period in which such funds were received or deposited, or if so specified in the related Series Supplement, immediately preceding a Payment Date. Wilmington Trust, National Association is hereby appointed as the initial securities intermediary hereunder (the “Securities Intermediary”) and accepts such appointment. The Trustee shallSecurities Intermediary represents, warrants, and covenants, and the parties hereto agree, that at all times prior to the termination of this Indenture: (i) hold the Securities Intermediary shall be a bank that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity hereunder; (ii) the Collection Account and the Reserve Account each Permitted Investment shall be an [Base Indenture (other than OF XIV)] account maintained with the Securities Intermediary to which financial assets may be credited and the Securities Intermediary shall treat the Trustee as entitled to exercise the rights that comprise such as are described in clause financial assets; (ciii) each item of property credited to the definition thereof) that constitutes investment property Collection Account or the Reserve Account shall be treated as a securities intermediary, and in its capacity as securities intermediary financial asset; (Iiv) agrees that such investment property shall at all times be credited to a securities account of which the Trustee is the entitlement holder, (II) Securities Intermediary shall comply with entitlement orders originated by the Trustee without the further consent of by the Issuer or any other Person, ; (IIIv) agrees that all property credited to such securities account shall be treated as a financial asset, (IV) solely in its capacity as securities intermediary the Securities Intermediary waives any Lien on any property credited to such securities accountthe Collection Account or the Reserve Account, and (Vvi) the Securities Intermediary agrees that its jurisdiction for purposes of Section 8-110 and Section 9-305(a)(3) of the UCC shall be New York and (VI) such securities account York. The Securities Intermediary shall be governed by the law of the State of New York; and (ii) maintain for the benefit of the Secured Parties, possession or control of each other Permitted Investment (including any negotiable instruments, if any, evidencing such Permitted Investments) not described credited to or deposited in clause (i) above a Trust Account (other than such as are described in clause (cb) of the definition thereof); provided that the Issuer shall not permit any no Permitted Investment to shall be disposed of prior to its maturity date if such disposition would result in a loss. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined Nothing herein shall have impose upon the meaning Securities Intermediary any duties or obligations other than those expressly set forth in herein and those applicable to a securities intermediary under the New York UCC. The Securities Intermediary shall be entitled to all of the protections available to a securities intermediary under the UCC. At the end of each month, the Servicer shall direct all interest and earnings (net of losses and investment expenses) on funds on deposit in the Reserve Account to be deposited in the Collection Account and on deposit in the Reserve Account, respectively, shall be treated as Investment Earnings. If at the end of a month losses and investment expenses on funds on deposit in any of the Collection Account or the Reserve Account exceed interest and earnings on such funds during such month, losses and expenses to the extent of such excess will be allocated by the Servicer on the related Series Transfer Dateallocated, with respect to any Series, among the Noteholders and Certificateholders of such Series and the Issuer as provided in the related Series Supplement. Subject to the restrictions set forth above, the Issuer, or a Person designated in writing by the Issuer, of which the Trustee shall have received written notification thereof, shall have the authority to instruct the Trustee with respect to the investment of funds on deposit in the Collection Account and or the Reserve Account.