Common use of Borrower Accounts Clause in Contracts

Borrower Accounts. (a) On or prior to the Effective Date, the Collateral Manager shall establish the Collection Account, the Funding Account and the Security Deposit Collection Account, each in the name of the Administrative Agent for the benefit of the Secured Parties. The Collection Account, the Funding Account and the Security Deposit Collection Account shall each be an Eligible Account which is a segregated trust account initially established with Deutsche Bank Trust Company Americas. If at any time the Collection Account, the Funding Account or the Security Deposit Collection Account ceases to be an Eligible Account, the Administrative Agent (with notice to the Collateral Manager) shall transfer such account to another institution such that such account shall meet the requirements of an Eligible Account. The Collection Account, the Funding Account and the Security Deposit Collection Account are listed on Schedule 8.1. (b) On or prior to the Effective Date, the Collateral Manager shall establish the Operating Account in the name of the Administrative Agent for the benefit of the Secured Parties. The Operating Account is a segregated deposit account initially established with U.S. Bank National Association. (c) All amounts held in the Collection Account, the Lockbox Accounts, the Funding Account and the Security Deposit Collection Account (collectively, the “Borrower Accounts”), shall, to the extent permitted by Applicable Laws, be invested at the written direction of the Administrative Agent, acting pursuant to the direction of the Collateral Manager, in Permitted Investments that mature not later than one Business Day prior to the Distribution Date for the Collection Period to which such amounts relate. Any such written direction shall certify that any such investment is authorized by this Section 8.1. Investments in Permitted Investments shall be made in the name of the Administrative Agent on behalf of the Secured Parties, and, except as specifically required below, such investments shall not be sold or disposed of prior to their maturity. If the Collateral Manager fails to provide such direction, such amounts shall be invested in investments described in clause (f) of the definition of Permitted Investments. The taxpayer identification number associated with each Borrower Account shall be that of the Borrower and the Borrower shall report for Federal, state and local income tax purposes, the income, if any, represented by each Borrower Account. If any amounts are needed for disbursement from the Collection Account and sufficient uninvested funds are not available therein to make such disbursement, the Administrative Agent shall cause to be sold or otherwise converted to cash a sufficient amount of the investments in such account to make such disbursement in accordance with and upon the direction of the Collateral Manager or, if the Collateral Manager shall fail to give such direction, the Administrative Agent. The Collection Account Bank shall have no obligation to invest and reinvest any cash held in the Collection Account, the Funding Account or the Security Deposit Account or any other moneys held by the Collection Account Bank pursuant to this Agreement in the absence of timely and specific written investment direction pursuant to this Section 8.1(c). In no event shall the Collection Account Bank be liable for the selection of investments or for investment losses incurred thereon. The Collection Account Bank shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Collateral Manager or the Administrative Agent, as applicable, to provide timely written investment direction. In the event that the Collection Account Bank receives conflicting investment direction from the Collateral Manager and the Administrative Agent, it shall act in accordance with the direction of the Administrative Agent. (d) Neither the Borrower nor the Collateral Manager shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account, except to the extent explicitly set forth in this Agreement. Subject to the other provisions hereof, the Administrative Agent shall have sole Control (within the meaning of the UCC) over each Borrower Account and each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Administrative Agent or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Administrative Agent in a manner that complies with this Section 8.1. All interest, dividends, gains upon sale and other income from, or earnings on, investments of funds in the Borrower Accounts shall be deposited in the Collection Account and distributed pursuant to Section 8.5. If the Administrative Agent is given instructions to invest funds in any of the Borrower Accounts in investments other than investments of the type described in clause (f) of the definition of “Permitted Investments”, the Person giving such instructions agrees to assist the Administrative Agent in complying with the requirements herein with respect to such investments.

Borrower Accounts. (a) On or prior to the Effective Date, the Collateral Manager shall establish the Collection Account, the Funding Account and the Security Deposit Collection Account, each in the name of the Administrative Facility Agent for the benefit of the Secured Parties. The Collection Account, the Funding Account and the Security Deposit Collection Account shall each be an Eligible Account which is a segregated trust account initially established with Deutsche Bank Trust Company Americas. If at any time the Collection Account, the Funding Account or the Security Deposit Collection Account ceases to be an Eligible Account, the Administrative Facility Agent (with notice to the Collateral Manager) shall transfer such account to another institution such that such account shall meet the requirements of an Eligible Account. The Collection Account, the Funding Account and the Security Deposit Collection Account are listed on Schedule 8.1. (b) On or prior to the Effective Date, the Collateral Manager shall establish the Operating Account in the name of the Administrative Facility Agent for the benefit of the Secured Parties. The Operating Account is a segregated deposit account initially established with U.S. Bank National Association. (c) All amounts held in the Collection Account, the Lockbox Accounts, the Funding Account and the Security Deposit Collection Account (collectively, the “Borrower Accounts”), shall, to the extent permitted by Applicable Laws, be invested at the written direction of the Administrative Facility Agent, acting pursuant to the direction of the Collateral Manager, in Permitted Investments that mature not later than one Business Day prior to the Distribution Date for the Collection Period to which such amounts relate. Any such written direction shall certify that any such investment is authorized by this Section 8.1. Investments in Permitted Investments shall be made in the name of the Administrative Facility Agent on behalf of the Secured Parties, and, except as specifically required below, such investments shall not be sold or disposed of prior to their maturity. If the Collateral Manager fails to provide such direction, such amounts shall be invested in investments described in clause (f) of the definition of Permitted Investments. The taxpayer identification number associated with each Borrower Account shall be that of the Borrower and the Borrower shall report for Federal, state and local income tax purposes, the income, if any, represented by each Borrower Account. If any amounts are needed for disbursement from the Collection Account and sufficient uninvested funds are not available therein to make such disbursement, the Administrative Facility Agent shall cause to be sold or otherwise converted to cash a sufficient amount of the investments in such account to make such disbursement in accordance with and upon the direction of the Collateral Manager or, if the Collateral Manager shall fail to give such direction, the Administrative Facility Agent. The Collection Account Bank shall have no obligation to invest and reinvest any cash held in the Collection Account, the Funding Account or the Security Deposit Account or any other moneys held by the Collection Account Bank pursuant to this Agreement in the absence of timely and specific written investment direction pursuant to this Section 8.1(c). In no event shall the Collection Account Bank be liable for the selection of investments or for investment losses incurred thereon. The Collection Account Bank shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Collateral Manager or the Administrative Facility Agent, as applicable, to provide timely written investment direction. In the event that the Collection Account Bank receives conflicting investment direction from the Collateral Manager and the Administrative Facility Agent, it shall act in accordance with the direction of the Administrative Facility Agent. (d) Neither the Borrower nor the Collateral Manager shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account, except to the extent explicitly set forth in this Agreement. Subject to the other provisions hereof, the Administrative Facility Agent shall have sole Control (within the meaning of the UCC) over each Borrower Account and each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Administrative Facility Agent or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Administrative Facility Agent in a manner that complies with this Section 8.1. All interest, dividends, gains upon sale and other income from, or earnings on, investments of funds in the Borrower Accounts shall be deposited in the Collection Account and distributed pursuant to Section 8.5. If the Administrative Facility Agent is given instructions to invest funds in any of the Borrower Accounts in investments other than investments of the type described in clause (f) of the definition of “Permitted Investments”, the Person giving such instructions agrees to assist the Administrative Facility Agent in complying with the requirements herein with respect to such investments.

Borrower Accounts. (a) On or prior to the Effective Date, the Collateral Manager Servicer shall establish the Collection Account, the Funding Reserve Account and the Security Deposit Collection Account, Cap Funding Reserve Account each in the name of the Administrative Administrative/Collateral Agent for the benefit of the Secured Parties. The Collection Account, the Funding Reserve Account and the Security Deposit Collection Cap Funding Reserve Account shall each be an Eligible Account which is a segregated trust account initially established with Deutsche Bank Trust Company Americasthe Administrative/Collateral Agent. If at any time the Collection Account, the Cap Funding Reserve Account or the Security Deposit Collection Reserve Account ceases to be an Eligible Account, the Administrative Administrative/Collateral Agent (with notice to the Collateral Manager) shall transfer such account to another institution such that such account shall meet the requirements of an Eligible Account. The Collection Account, the Funding Account and the Security Deposit Collection Account are listed on Schedule 8.1. (b) On or prior to the Effective Date, the Collateral Manager shall establish the Operating Account in the name of the Administrative Agent for the benefit of the Secured Parties. The Operating Account is a segregated deposit account initially established with U.S. Bank National Association. (c) All amounts held in the Collection Account, the Lockbox Accounts, the Cap Funding Reserve Account and the Security Deposit Collection Reserve Account (collectively, the “Borrower Accounts”), shall, to the extent permitted by Applicable Lawsapplicable laws, rules and regulations, be invested at by the written direction Administrative/Collateral Agent, as directed by the Servicer (so long as UACC is the Servicer) in writing (or, if the Servicer or UACC fails to provide such direction, amounts in the Collection Account shall be invested in investments described in clause (f) of the Administrative Agent, acting pursuant to the direction definition of the Collateral ManagerPermitted Investments), in Permitted Investments that mature not later than one Business Day prior to the Distribution Date for the Collection Period to which such amounts relate. Any such written direction shall certify that any such investment is authorized by this Section 8.19.1. Investments in Permitted Investments shall be made in the name of the Administrative Administrative/Collateral Agent on behalf of the Secured Parties, and, except as specifically required below, such investments shall not be sold or disposed of prior to their maturity. If the Collateral Manager fails to provide such direction, such amounts shall be invested in investments described in clause (f) of the definition of Permitted Investments. The taxpayer identification number associated with each Borrower Account shall be that of the Borrower and the Borrower shall report for Federal, state and local income tax purposes, the income, if any, represented by each Borrower Account. If any amounts are needed for disbursement from the Collection Account, the Cap Funding Reserve Account or the Reserve Account and sufficient uninvested funds are not available therein to make such disbursement, the Administrative Administrative/Collateral Agent shall cause to be sold or otherwise converted to cash a sufficient amount of the investments in such account to make such disbursement in accordance with and upon the direction of the Collateral Manager Servicer (so long as UACC is the Servicer) or, if the Collateral Manager Servicer or UACC shall fail to give such direction, the Administrative Agent. The Collection Account Bank shall have no obligation to invest and reinvest any cash held in the Collection Account, the Funding Account or the Security Deposit Account or any other moneys held by the Collection Account Bank pursuant to this Agreement in the absence of timely and specific written investment direction pursuant to this Section 8.1(c). In no event shall the Collection Account Bank be liable for the selection of investments or for investment losses incurred thereon. The Collection Account Bank shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Collateral Manager or the Administrative Agent, as applicable, to provide timely written investment direction. In the event that the Collection Account Bank receives conflicting investment direction from the Collateral Manager and the Administrative Agent, it shall act in accordance with the direction of the Administrative Agent. (d) Neither the Borrower nor the Collateral Manager shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account, except to the extent explicitly set forth in this AgreementDBNY. Subject to the other provisions hereof, the Administrative Administrative/Collateral Agent shall have sole Control (within the meaning of the UCC) control over each Borrower Account and each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Administrative Administrative/Collateral Agent or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Administrative Agent in a manner that complies with this Section 8.1if 1. All interest, dividends, gains upon sale and other income from, or earnings on, investments of funds in the Borrower Accounts Collection Account shall be deposited in the Collection Account and distributed pursuant to Section 8.59.5. All interest, dividends, gains upon sale and other income from or earnings on, investments of funds in the Reserve Account shall be deposited in the Reserve Account and distributed pursuant to Section 9.7. All interest, dividends, gains upon sale and other income from or earnings on, investments of funds in the Cap Funding Reserve Account shall be deposited in the Collection Account and distributed pursuant to Section 9.5. If the Administrative Administrative/Collateral Agent is given instructions to invest funds in any of the Borrower Accounts in investments other than investments of the type described in clause (f) of the definition of “Permitted Investments”, the Person giving such instructions agrees to assist the Administrative Administrative/Collateral Agent in complying with the requirements herein with respect to such investments.

Borrower Accounts. (a) On or prior to the Effective Date, the Collateral Manager shall establish the Collection Account, the Funding Account and the Security Deposit Collection Account, each in the name of the Administrative Facility Agent for the benefit of the Secured Parties. The Collection Account, the Funding Account and the Security Deposit Collection Account shall each be an Eligible Account which is a segregated trust account initially established with Deutsche Bank Trust Company Americas. If at any time the Collection Account, the Funding Account or the Security Deposit Collection Account ceases to be an Eligible Account, the Administrative Facility Agent (with notice to the Collateral Manager) shall transfer such account to another institution such that such account shall meet the requirements of an Eligible Account. The Collection Account, the Funding Account and the Security Deposit Collection Account are listed on Schedule 8.1. (b) On or prior to the Effective Date, the Collateral Manager shall establish the Operating Account in the name of the Administrative Agent for the benefit of the Secured Parties. The Operating Account is a segregated deposit account initially established with U.S. Bank National Association[Reserved]. (c) All amounts held in the Collection Account, the Lockbox Accounts, the Funding Account and the Security Deposit Collection Account (collectively, the “Borrower Accounts”), shall, to the extent permitted by Applicable Laws, be invested at the written direction of the Administrative Facility Agent, acting pursuant to the direction of the Collateral Manager, in Permitted Investments that mature not later than one Business Day prior to the Distribution Date for the Collection Period to which such amounts relate. Any such written direction shall certify that any such investment is authorized by this Section 8.1. Investments in Permitted Investments shall be made in the name of the Administrative Facility Agent on behalf of the Secured Parties, and, except as specifically required below, such investments shall not be sold or disposed of prior to their maturity. If the Collateral Manager fails to provide such direction, such amounts shall be invested in investments described in clause (f) of the definition of Permitted Investments. The taxpayer identification number associated with each Borrower Account shall be that of the Borrower and the Borrower shall report for Federal, state and local income tax purposes, the income, if any, represented by each Borrower Account. If any amounts are needed for disbursement from the Collection Account and sufficient uninvested funds are not available therein to make such disbursement, the Administrative Facility Agent shall cause to be sold or otherwise converted to cash a sufficient amount of the investments in such account to make such disbursement in accordance with and upon the direction of the Collateral Manager or, if the Collateral Manager shall fail to give such direction, the Administrative Facility Agent. The Collection Account Bank shall have no obligation to invest and reinvest any cash held in the Collection Account, the Funding Account or the Security Deposit Account or any other moneys held by the Collection Account Bank pursuant to this Agreement in the absence of timely and specific written investment direction pursuant to this Section 8.1(c8.1(cb). In no event shall the Collection Account Bank be liable for the selection of investments or for investment losses incurred thereon. The Collection Account Bank shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Collateral Manager or the Administrative Facility Agent, as applicable, to provide timely written investment direction. In the event that the Collection Account Bank receives conflicting investment direction from the Collateral Manager and the Administrative Facility Agent, it shall act in accordance with the direction of the Administrative Facility Agent. (d) Neither the Borrower nor the Collateral Manager shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account, except to the extent explicitly set forth in this Agreement. Subject to the other provisions hereof, the Administrative Facility Agent shall have sole Control (within the meaning of the UCC) over each Borrower Account and each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Administrative Facility Agent or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Administrative Facility Agent in a manner that complies with this Section 8.1. All interest, dividends, gains upon sale and other income from, or earnings on, investments of funds in the Borrower Accounts shall be deposited in the Collection Account and distributed pursuant to Section 8.5. If the Administrative Facility Agent is given instructions to invest funds in any of the Borrower Accounts in investments other than investments of the type described in clause (f) of the definition of “Permitted Investments”, the Person giving such instructions agrees to assist the Administrative Facility Agent in complying with the requirements herein with respect to such investments.

Borrower Accounts. (a) On or prior to the Effective Date, the Collateral Manager Servicer shall establish the Collection Account, the Funding Reserve Account and the Security Deposit Collection Account, Cap Funding Reserve Account each in the name of the Administrative Administrative/Collateral Agent for the benefit of the Secured Parties. The Collection Account, the Funding Reserve Account and the Security Deposit Collection Cap Funding Reserve Account shall each be an Eligible Account which is a segregated trust account initially established with Deutsche Bank Trust Company Americasthe Administrative/Collateral Agent. If at any time the Collection Account, the Cap Funding Reserve Account or the Security Deposit Collection Reserve Account ceases to be an Eligible Account, the Administrative Administrative/Collateral Agent (with notice to the Collateral Manager) shall transfer such account to another institution such that such account shall meet the requirements of an Eligible Account. The Collection Account, the Funding Account and the Security Deposit Collection Account are listed on Schedule 8.1. (b) On or prior to the Effective Date, the Collateral Manager shall establish the Operating Account in the name of the Administrative Agent for the benefit of the Secured Parties. The Operating Account is a segregated deposit account initially established with U.S. Bank National Association. (c) All amounts held in the Collection Account, the Lockbox Accounts, the Cap Funding Reserve Account and the Security Deposit Collection Reserve Account (collectively, the “Borrower Accounts”), shall, to the extent permitted by Applicable Lawsapplicable laws, rules and regulations, be invested at by the written direction Administrative/Collateral Agent, as directed by the Servicer (so long as UACC is the Servicer) in writing (or, if the Servicer or UACC fails to provide such direction, amounts in the Collection Account shall be invested in investments described in clause (f) of the Administrative Agent, acting pursuant to the direction definition of the Collateral ManagerPermitted Investments), in Permitted Investments that mature not later than one Business Day prior to the Distribution Date for the Collection Period to which such amounts relate. Any such written direction shall certify that any such investment is authorized by this Section 8.19.1. Investments in Permitted Investments shall be made in the name of the Administrative Administrative/Collateral Agent on behalf of the Secured Parties, and, except as specifically required below, such investments shall not be sold or disposed of prior to their maturity. If the Collateral Manager fails to provide such direction, such amounts shall be invested in investments described in clause (f) of the definition of Permitted Investments. The taxpayer identification number associated with each Borrower Account shall be that of the Borrower and the Borrower shall report for Federal, state and local income tax purposes, the income, if any, represented by each Borrower Account. If any amounts are needed for disbursement from the Collection Account, the Cap Funding Reserve Account or the Reserve Account and sufficient uninvested funds are not available therein to make such disbursement, the Administrative Administrative/Collateral Agent shall cause to be sold or otherwise converted to cash a sufficient amount of the investments in such account to make such disbursement in accordance with and upon the direction of the Collateral Manager Servicer (so long as UACC is the Servicer) or, if the Collateral Manager Servicer or UACC shall fail to give such direction, the Administrative AgentDBNY. The Collection Account Bank shall have no obligation to invest and reinvest any cash held in the Collection Account, the Funding Account or the Security Deposit Account or any other moneys held by the Collection Account Bank pursuant to this Agreement in the absence of timely and specific written investment direction pursuant to this Section 8.1(c). In no event shall the Collection Account Bank be liable for the selection of investments or for investment losses incurred thereon. The Collection Account Bank shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Collateral Manager or the Administrative Agent, as applicable, to provide timely written investment direction. In the event that the Collection Account Bank receives conflicting investment direction from the Collateral Manager and the Administrative Agent, it shall act in accordance with the direction of the Administrative Agent. (d) Neither the Borrower nor the Collateral Manager shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account, except to the extent explicitly set forth in this Agreement. [**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT] Subject to the other provisions hereof, the Administrative Administrative/Collateral Agent shall have sole Control (within the meaning of the UCC) control over each Borrower Account and each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Administrative Administrative/Collateral Agent or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Administrative Administrative/Collateral Agent in a manner that complies with this Section 8.19.1. All interest, dividends, gains upon sale and other income from, or earnings on, investments of funds in the Borrower Accounts Collection Account shall be deposited in the Collection Account and distributed pursuant to Section 8.59.5. All interest, dividends, gains upon sale and other income from or earnings on, investments of funds in the Reserve Account shall be deposited in the Reserve Account and distributed pursuant to Section 9.7. All interest, dividends, gains upon sale and other income from or earnings on, investments of funds in the Cap Funding Reserve Account shall be deposited in the Collection Account and distributed pursuant to Section 9.5. If the Administrative Administrative/Collateral Agent is given instructions to invest funds in any of the Borrower Accounts in investments other than investments of the type described in clause (f) of the definition of “Permitted Investments”, the Person giving such instructions agrees to assist the Administrative Administrative/Collateral Agent in complying with the requirements herein with respect to such investments.

Borrower Accounts. (a) On or prior to the Effective Date, the Collateral Manager shall establish the Collection Account, the Funding Warrant Reserve Account and the Security Deposit Collection Account, each in the name of the Administrative Borrower (subject to a control agreement in favor of the Facility Agent for the benefit of itself and the Secured Parties). The Collection Account, the Funding Warrant Reserve Account and the Security Deposit Collection Account shall each be an Eligible Account which is a segregated non-interest bearing trust account initially established with Deutsche the Collection Account Bank Trust Company Americaspursuant and subject to the Account Agreement. If at any time the Collection Account, the Funding Warrant Reserve Account or the Security Deposit Collection Account ceases to be an Eligible Account, the Administrative Facility Agent (with notice to the Collateral Manager) shall transfer such account to another institution such that such account shall meet the requirements of an Eligible Account. The Collection Account, the Funding Warrant Reserve Account and the Security Deposit Collection Account are listed on Schedule 8.1. (b) On or prior to the Effective Date, the Collateral Manager shall establish the Operating Account in the name of the Administrative Agent for the benefit of the Secured Parties. The Operating Account is a segregated deposit account initially established with U.S. Bank National Associationi. [Reserved]. (c) ii. All amounts held in the Collection Account, the Lockbox AccountsWarrant Reserve Account, the Funding Account Lockbox Accounts and the Security Deposit Collection Account (collectively, the “Borrower Accounts”), shall, to the extent permitted by Applicable Laws, be invested at by the written direction Collection Account Bank (or, with respect to the Lockbox Accounts, the Lockbox Bank), as directed by the Collateral Manager in writing (or, if the Collateral Manager fails to provide such direction, such amounts shall be invested in investments described in clause (f) of the Administrative Agent, acting pursuant to the direction definition of the Collateral ManagerPermitted Investments), in Permitted Investments that mature not later than one Business Day prior to the Distribution Date for the Collection Period to which such amounts relate. Any such written direction shall certify that any such investment is authorized by this Section 8.1. Investments in Permitted Investments shall be made in the name of the Administrative Facility Agent on behalf of the Secured Parties, and, except as specifically required below, such investments shall not be sold or disposed of prior to their maturity. If the Collateral Manager fails to provide such direction, such amounts shall be invested in investments described in clause (f) of the definition of Permitted Investments. The taxpayer identification number associated with each Borrower Account shall be that of the Borrower and the Borrower shall report for Federalfederal, state and local income tax purposes, the income, if any, represented by each Borrower Account. If any amounts are needed for disbursement from the Collection Account and sufficient uninvested funds are not available therein to make such disbursement, the Administrative Facility Agent shall cause to be sold or otherwise converted to cash a sufficient amount of the investments in such account to make such disbursement in accordance with and upon the direction of the Collateral Manager or, if the Collateral Manager shall fail to give such direction, the Administrative Facility Agent. The Collection Account Bank shall have no obligation to invest and reinvest any cash held in the Collection Account, the Funding Warrant Reserve Account or the Security Deposit Collection Account or any other moneys held by the Collection Account Bank pursuant to this Agreement in the absence of timely and specific written investment direction pursuant to this Section 8.1(c). In no event shall the Collection Account Bank be liable for the selection of investments or for investment losses incurred thereon. The Collection Account Bank shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Collateral Manager or the Administrative Facility Agent, as applicable, to provide timely written investment direction. In the event that the Collection Account Bank receives conflicting investment direction from the Collateral Manager and the Administrative Facility Agent, it shall act in accordance with the direction of the Administrative Facility Agent. (d) Neither the Borrower nor the Collateral Manager shall have any rights . In performance of direction or withdrawalits obligations hereunder, with respect to amounts held in the Collection Account, except to the extent explicitly set forth in this Agreement. Subject to the other provisions hereof, the Administrative Agent shall have sole Control (within the meaning of the UCC) over each Borrower Account and each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Administrative Agent or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Administrative Agent in a manner that complies with this Section 8.1. All interest, dividends, gains upon sale and other income from, or earnings on, investments of funds in the Borrower Accounts shall be deposited in the Collection Account and distributed pursuant Bank shall be entitled to Section 8.5. If the Administrative Agent is given instructions to invest funds in any all of the Borrower Accounts in investments other than investments of same rights, protections and immunities as the type described in clause (f) of the definition of “Permitted Investments”, the Person giving such instructions agrees to assist the Administrative Agent in complying with the requirements herein with respect to such investmentsPaying Agent.

Borrower Accounts. (a) On or prior to the Effective Date, the Collateral Manager Servicer shall establish the Collection Account, the Funding Account and the Security Deposit Collection Account, Cap Funding Reserve Account each in the name of the Administrative Collateral Agent for the benefit of the Secured Parties. The Collection Account, the Funding Account and the Security Deposit Collection Cap Funding Reserve Account shall each be an Eligible Account which is a segregated trust account initially established with Deutsche Bank Trust Company Americasthe Collateral Agent. If at any time the Collection Account, the Funding Account or the Security Deposit Collection Cap Funding Reserve Account ceases to be an Eligible Account, the Administrative Agent (with notice to Collateral Agent, at the Collateral Manager) written direction of the Servicer, shall transfer such account to another institution such that such account shall meet the requirements of an Eligible Account. The Collection Account, the Funding Account and the Security Deposit Collection Account are listed on Schedule 8.1. (b) On or prior to the Effective Date, the Collateral Manager shall establish the Operating Account in the name of the Administrative Agent for the benefit of the Secured Parties. The Operating Account is a segregated deposit account initially established with U.S. Bank National Association. (c) All amounts held in the Collection Account, the Lockbox Accounts, the Funding Account and the Security Deposit Collection Cap Funding Reserve Account (collectively, the “Borrower Accounts”), shall, to the extent permitted by Applicable Lawsapplicable laws, rules and regulations, be invested at by the written direction Collateral Agent, as directed by the Servicer (so long as CAR, CAR Servicing or an Affiliate of CAR is the Servicer) in writing (or, if the Servicer fails to provide such direction, amounts in the Collection Account shall be invested in investments described in clause (f) of the Administrative Agent, acting pursuant to the direction definition of the Collateral ManagerPermitted Investments), in Permitted Investments that mature not later than one Business Day prior to the Distribution Date for the Collection Period to which such amounts relate. Any such written direction shall certify that any such investment is authorized by this Section 8.19.1. Investments in Permitted Investments shall be made in the name of the Administrative Collateral Agent on behalf of the Secured Parties, Parties and, except as specifically required below, such investments shall not be sold or disposed of prior to their maturity. If the Collateral Manager fails to provide such direction, such amounts shall be invested in investments described in clause (f) of the definition of Permitted Investments. The taxpayer identification number associated with each Borrower Account shall be that of the Borrower and the Borrower shall report for Federal, state and local income tax purposes, the income, if any, represented by each Borrower Account. If any amounts are needed for disbursement from the Collection Account or the Cap Funding Reserve Account and sufficient uninvested funds are not available therein to make such disbursement, the Administrative Collateral Agent shall shall, at the written direction of the Servicer, cause to be sold or otherwise converted to cash a sufficient amount of the investments in such account to make such disbursement in accordance with and upon the written direction of the Collateral Manager Servicer (so long as CAR, CAR Servicing or an Affiliate of CAR is the Servicer) or, if the Collateral Manager Servicer shall fail to give such written direction, the Administrative Agent. The Collection Account Bank shall have no obligation to invest and reinvest any cash held in the Collection Account, the Funding Account or the Security Deposit Account or any other moneys held by the Collection Account Bank pursuant to this Agreement in the absence of timely and specific written investment direction pursuant to this Section 8.1(c). In no event shall the Collection Account Bank be liable for the selection of investments or for investment losses incurred thereon. The Collection Account Bank shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Collateral Manager or the Administrative Agent, as applicable, to provide timely written investment direction. In the event that the Collection Account Bank receives conflicting investment direction from the Collateral Manager and the Administrative Agent, it shall act in accordance with the direction of the Administrative AgentDBNY. (d) Neither the Borrower nor the Collateral Manager shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account, except to the extent explicitly set forth in this Agreement. Subject to the other provisions hereof, the Administrative Agent shall have sole Control (within the meaning of the UCC) over each Borrower Account and each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Administrative Agent or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Administrative Agent in a manner that complies with this Section 8.1. All interest, dividends, gains upon sale and other income from, or earnings on, investments of funds in the Borrower Accounts shall be deposited in the Collection Account and distributed pursuant to Section 8.5. If the Administrative Agent is given instructions to invest funds in any of the Borrower Accounts in investments other than investments of the type described in clause (f) of the definition of “Permitted Investments”, the Person giving such instructions agrees to assist the Administrative Agent in complying with the requirements herein with respect to such investments.

Borrower Accounts. (a) On or prior to the Effective Date, the Collateral Manager shall establish the Collection Account, the Funding Warrant Reserve Account and the Security Deposit Collection Account, each in the name of the Administrative Borrower (subject to a control agreement in favor of the Facility Agent for the benefit of itself and the Secured Parties). The Collection Account, the Funding Warrant Reserve Account and the Security Deposit Collection Account shall each be an Eligible Account which is a segregated non-interest bearing trust account initially established with Deutsche the Collection Account Bank Trust Company Americaspursuant and subject to the Account Agreement. If at any time the Collection Account, the Funding Warrant Reserve Account or the Security Deposit Collection Account ceases to be an Eligible Account, the Administrative Facility Agent (with notice to the Collateral Manager) shall transfer such account to another institution such that such account shall meet the requirements of an Eligible Account. The Collection Account, the Funding Warrant Reserve Account and the Security Deposit Collection Account are listed on Schedule 8.1. (b) On or prior to the Effective Date, the Collateral Manager shall establish the Operating Account in the name of the Administrative Agent for the benefit of the Secured Parties. The Operating Account is a segregated deposit account initially established with U.S. Bank National Association[Reserved]. (c) All amounts held in the Collection Account, the Lockbox AccountsWarrant Reserve Account, the Funding Account Lockbox Accounts and the Security Deposit Collection Account (collectively, the “Borrower Accounts”), shall, to the extent permitted by Applicable Laws, be invested at by the written direction Collection Account Bank, as directed by the Collateral Manager in writing (or, if the Collateral Manager fails to provide such direction, such amounts shall be invested in investments described in clause (f) of the Administrative Agent, acting pursuant to the direction definition of the Collateral ManagerPermitted Investments), in Permitted Investments that mature not later than one Business Day prior to the Distribution Date for the Collection Period to which such amounts relate. Any such written direction shall certify that any such investment is authorized by this Section 8.1. Investments in Permitted Investments shall be made in the name of the Administrative Facility Agent on behalf of the Secured Parties, and, except as specifically required below, such investments shall not be sold or disposed of prior to their maturity. If the Collateral Manager fails to provide such direction, such amounts shall be invested in investments described in clause (f) of the definition of Permitted Investments. The taxpayer identification number associated with each Borrower Account shall be that of the Borrower and the Borrower shall report for Federalfederal, state and local income tax purposes, the income, if any, represented by each Borrower Account. If any amounts are needed for disbursement from the Collection Account and sufficient uninvested funds are not available therein to make such disbursement, the Administrative Facility Agent shall cause to be sold or otherwise converted to cash a sufficient amount of the investments in such account to make such disbursement in accordance with and upon the direction of the Collateral Manager or, if the Collateral Manager shall fail to give such direction, the Administrative Facility Agent. The Collection Account Bank shall have no obligation to invest and reinvest any cash held in the Collection Account, the Funding Warrant Reserve Account or the Security Deposit Collection Account or any other moneys held by the Collection Account Bank pursuant to this Agreement in the absence of timely and specific written investment direction pursuant to this Section 8.1(c). In no event shall the Collection Account Bank be liable for the selection of investments or for investment losses incurred thereon. The Collection Account Bank shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Collateral Manager or the Administrative Facility Agent, as applicable, to provide timely written investment direction. In the event that the Collection Account Bank receives conflicting investment direction from the Collateral Manager and the Administrative Facility Agent, it shall act in accordance with the direction of the Administrative Facility Agent. In performance of its obligations hereunder, the Collection Account Bank shall be entitled to all of the same rights, protections and immunities as the Paying Agent. (d) Neither the Borrower nor the Collateral Manager shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account, except to the extent explicitly set forth in this Agreement. Subject to the other provisions hereof, the Administrative Facility Agent shall have sole Control (within the meaning of the UCC) control over each Borrower Account and each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Administrative Facility Agent or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Administrative Facility Agent in a manner that complies with this Section 8.1. All interest, dividends, gains upon sale and other income from, or earnings on, investments of funds in the Borrower Accounts shall be deposited in the Collection Account and distributed pursuant to Section 8.5. If the Administrative Facility Agent is given instructions to invest funds in any of the Borrower Accounts in investments other than investments of the type described in clause (f) of the definition of “Permitted Investments”, the Person giving such instructions agrees to assist the Administrative Facility Agent in complying with the requirements herein with respect to such investments.

Borrower Accounts. (a) On or prior to the Effective Date, the Collateral Manager shall establish the Collection Account, the Funding Account and the Security Deposit Collection Account, each in the name of the Administrative Facility Agent for the benefit of the Secured Parties. The Collection Account, the Funding Account and the Security Deposit Collection Account shall each be an Eligible Account which is a segregated trust account initially established with Deutsche Bank Trust Company Americas. If at any time the Collection Account, the Funding Account or the Security Deposit Collection Account ceases to be an Eligible Account, the Administrative Facility Agent (with notice to the Collateral Manager) shall transfer such account to another institution such that such account shall meet the requirements of an Eligible Account. The Collection Account, the Funding Account and the Security Deposit Collection Account are listed on Schedule 8.1. (b) On or prior to the Effective Date, the Collateral Manager shall establish the Operating Account in the name of the Administrative Agent for the benefit of the Secured Parties. The Operating Account is a segregated deposit account initially established with U.S. Bank National Association[Reserved]. (c) All amounts held in the Collection Account, the Lockbox Accounts, the Funding Account and the Security Deposit Collection Account (collectively, the “Borrower Accounts”), shall, to the extent permitted by Applicable Laws, be invested at the written direction of the Administrative Facility Agent, acting pursuant to the direction of the Collateral Manager, in Permitted Investments that mature not later than one Business Day prior to the Distribution Date for the Collection Period to which such amounts relate. Any such written direction shall certify that any such investment is authorized by this Section 8.1. Investments in Permitted Investments shall be made in the name of the Administrative Facility Agent on behalf of the Secured Parties, and, except as specifically required below, such investments shall not be sold or disposed of prior to their maturity. If the Collateral Manager fails to provide such direction, such amounts shall be invested in investments described in clause (f) of the definition of Permitted Investments. The taxpayer identification number associated with each Borrower Account shall be that of the Borrower and the Borrower shall report for Federal, state and local income tax purposes, the income, if any, represented by each Borrower Account. If any amounts are needed for disbursement from the Collection Account and sufficient uninvested funds are not available therein to make such disbursement, the Administrative Facility Agent shall cause to be sold or otherwise converted to cash a sufficient amount of the investments in such account to make such disbursement in accordance with and upon the direction of the Collateral Manager or, if the Collateral Manager shall fail to give such direction, the Administrative Facility Agent. The Collection Account Bank shall have no obligation to invest and reinvest any cash held in the Collection Account, the Funding Account or the Security Deposit Account or any other moneys held by the Collection Account Bank pursuant to this Agreement in the absence of timely and specific written investment direction pursuant to this Section 8.1(c). In no event shall the Collection Account Bank be liable for the selection of investments or for investment losses incurred thereon. The Collection Account Bank shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Collateral Manager or the Administrative Facility Agent, as applicable, to provide timely written investment direction. In the event that the Collection Account Bank receives conflicting investment direction from the Collateral Manager and the Administrative Facility Agent, it shall act in accordance with the direction of the Administrative Facility Agent. (d) Neither the Borrower nor the Collateral Manager shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account, except to the extent explicitly set forth in this Agreement. Subject to the other provisions hereof, the Administrative Facility Agent shall have sole Control (within the meaning of the UCC) over each Borrower Account and each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Administrative Facility Agent or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Administrative Facility Agent in a manner that complies with this Section 8.1. All interest, dividends, gains upon sale and other income from, or earnings on, investments of funds in the Borrower Accounts shall be deposited in the Collection Account and distributed pursuant to Section 8.5. If the Administrative Facility Agent is given instructions to invest funds in any of the Borrower Accounts in investments other than investments of the type described in clause (f) of the definition of “Permitted Investments”, the Person giving such instructions agrees to assist the Administrative Facility Agent in complying with the requirements herein with respect to such investments.

Borrower Accounts. (a) i. On or prior to the Effective Closing Date, the Collateral Manager Servicer shall establish the Collection Account, the Funding Account and the Security Deposit Collection Account, Collateral Account each in the name of the Administrative Collateral Agent for the benefit of the Secured Parties. The Collection Account, the Funding Account and the Security Deposit Collection Collateral Account shall each be an Eligible Account which is a segregated trust account initially established with Deutsche Bank Trust Company Americasthe Collateral Agent. If at any time the Collection Account, the Funding Account or the Security Deposit Collection Collateral Account ceases to be an Eligible Account, the Administrative Agent (with notice to may direct the Collateral Manager) shall Agent to transfer such account to another institution such that such account shall meet the requirements of an Eligible Account. The Collection Account, the Funding Account and the Security Deposit Collection Account are listed on Schedule 8.1. (b) On or prior to the Effective Date, the Collateral Manager shall establish the Operating Account in the name of the Administrative Agent for the benefit of the Secured Partiesii. The Operating Account is a segregated deposit account initially established with U.S. Bank National Association. (c) All amounts held in the Collection Account, the Lockbox Accounts, the Funding Account and the Security Deposit Collection Collateral Account (collectively, the “"Borrower Accounts”"), shall, to the extent permitted by Applicable Lawsapplicable laws, rules and regulations, be invested at by the written direction Collateral Agent, as directed by the Servicer in writing (or, if the Servicer fails to provide such direction, amounts in the Collection Account shall be invested in investments described in clause (f) of the Administrative Agent, acting pursuant to the direction definition of the Collateral ManagerPermitted Investments), in Permitted Investments that mature not later than one Business Day prior to the Distribution Date for the Collection Period to which such amounts relate. Any such written direction shall certify that All income or other gains from investment of moneys on deposit in any such investment is authorized by this Section 8.1. Investments in Permitted Investments account shall be made deposited by the Collateral Agent in the name of the Administrative Agent on behalf of the Secured Parties, and, except as specifically required below, such investments shall not be sold or disposed of prior to their maturity. If the Collateral Manager fails to provide such direction, such amounts shall be invested in investments described in clause (f) of the definition of Permitted Investmentsapplicable account immediately upon receipt. The taxpayer identification number associated with each Borrower Account shall be that of the Borrower and the Borrower shall report for Federal, state and local income tax purposes, the income, if any, represented by each Borrower Account. If any amounts are needed for disbursement from the Collection Account or the Collateral Account and sufficient uninvested funds are not available therein to make such disbursement, the Administrative Collateral Agent shall cause to be sold or otherwise converted to cash a sufficient amount of the investments in such account to make such disbursement in accordance with and upon the direction of the Collateral Manager Servicer or, if the Collateral Manager Servicer shall fail to give such direction, the Administrative Agent. The Collection Account Bank Any such written direction shall have no obligation to invest and reinvest certify that any cash held such investment is authorized by this Section 9.1. Investments in Permitted Investments shall be made in the Collection Account, the Funding Account or the Security Deposit Account or any other moneys held by the Collection Account Bank pursuant to this Agreement in the absence of timely and specific written investment direction pursuant to this Section 8.1(c). In no event shall the Collection Account Bank be liable for the selection of investments or for investment losses incurred thereon. The Collection Account Bank shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure name of the Collateral Manager Agent on behalf of the Secured Parties, and, except as specifically required above, such investments shall not be sold or disposed of prior to their maturity. Each and every investment of funds in any of the Administrative Borrower Accounts shall be made in Permitted Investments held by a financial institution that is a Securities Intermediary: (1) in an account pursuant to an agreement with such financial institution that requires such financial institution to (A) comply with Entitlement Orders pertaining to such account originated by the Collateral Agent without further consent of the Borrower, (B) not enter into any agreement which grants "control" (as defined in Section 8-106 of Article 8) of such account (or any interest or property therein) to any Person other than the Collateral Agent, as applicable(C) subordinate any security interest, banker's lien, right of setoff or other similar right which such financial institution may have in such account to provide timely written investment direction. In the event that the Collection Account Bank receives conflicting investment direction from interest of the Collateral Manager Agent and the Administrative Agent, it shall act in accordance with the direction (D) expressly treat each item of the Administrative Agent.property as a Financial Asset and such account as a Securities Account; and (d2) Neither the Borrower nor the Collateral Manager shall have any rights of direction or withdrawal, with respect to amounts held in which such institution has noted the Collection AccountCollateral Agent's interest therein by book entry or otherwise, except and with respect to which a confirmation of the Collateral Agent's interest has been sent to the extent explicitly set forth in this Agreement. Subject to the other provisions hereof, the Administrative Collateral Agent shall have sole Control (within the meaning of the UCC) over each Borrower Account and each by such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Administrative Agent or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Administrative Agent in a manner that complies with this Section 8.1institution. 1. All interest, dividends, gains upon sale and other income from, or earnings on, investments of funds in the Borrower Accounts Collection Account shall be deposited in the Collection Account and distributed pursuant to Section 8.58 of the Security Agreement. All interest, dividends, gains upon sale and other income from or earnings on, investments of funds in the Collateral Account shall be deposited in the Collection Account and distributed pursuant to Section 8 of the Security Agreement. If the Administrative Collateral Agent is given instructions to invest funds in any of the Borrower Accounts in investments other than investments of the type described in clause (f) of the definition of “"Permitted Investments”", the Person giving such instructions agrees to assist the Administrative Collateral Agent in complying with the requirements herein with respect to such investments. iii. With respect to the Borrower Account Collateral: (1) any Borrower Account Collateral that is held in deposit accounts shall be held solely in the name of the Collateral Agent in accounts which satisfy clause (ii) of the definition of Eligible Account; each such deposit account shall be subject to the exclusive custody and control of the Collateral Agent, and the Collateral Agent shall have sole signature authority with respect thereto; (2) any Borrower Account Collateral that constitutes Physical Property shall be delivered to the Collateral Agent in accordance with paragraph (i) of the definition of "Delivery" and shall be held, pending maturity or disposition, solely by the Collateral Agent; (3) any Borrower Account Collateral that constitutes a Certificated Security shall be delivered to the Collateral Agent in accordance with paragraph (ii) of the definition of "Delivery" and shall be held, pending maturity or disposition, solely by the Collateral Agent; (4) any such Borrower Account Collateral that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security), shall be delivered to the Collateral Agent in accordance with paragraph (iii) of the definition of "Delivery" and shall be maintained, pending maturity or disposition, through continued registration of the Collateral Agent's (or its nominee's) ownership of such security; and (5) with respect to any Borrower Account Collateral that constitutes a Federal Book Entry Security, the Collateral Agent shall maintain and obtain Control over such property. Effective upon Delivery of any Borrower Account Collateral in the form of Physical Property, book-entry securities or uncertificated securities, the Collateral Agent shall be deemed to have represented that it has purchased such Borrower Account Collateral for value, in good faith and without notice of any adverse claim thereto. iv. On the Initial Advance Date, the Servicer shall deposit in the Collection Account (i) all Scheduled Payments and prepayments of Initial Receivables with respect to which available funds have been received in the Master Collection Account after the Initial Cutoff Date and (ii) all Liquidation Proceeds and proceeds of Insurance Policies realized in respect of Financed Vehicles related to the Initial Receivables after the Initial Cutoff Date. v. On any day, the Borrower may deposit such amounts as it may elect, in its sole discretion, in the Collateral Account, provided that (i) the amount on deposit in the Collateral Account may not at any time exceed the greater of 5% of the Borrowing Base and $5,000,000 and (ii) the amount on deposit in the Collateral Account must be reduced to zero for a period of five consecutive Business Days during every period of 30 days.