Common use of Collections and Allocations Clause in Contracts

Collections and Allocations. (a) The Servicer shall promptly identify any collections received as being on account of Interest Collections, Principal Collections or other Available Collections and shall transfer, or cause to be transferred, all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent. (d) Prior to Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA Account, except to the extent explicitly set forth in Section 2.04 and Section 2.22.

Collections and Allocations. (a) The Servicer shall direct any agent or administrative agent for any Loan Asset to remit all cash Collections with respect to such Loan Asset, and, if applicable, to direct the Obligor with respect to such Loan Asset to remit all cash Collections with respect to such Loan Asset directly to the Collection Account and all other Collections as directed by the Collateral Agent. The Borrower and the Servicer shall take commercially reasonable steps to ensure that only funds constituting cash Collections relating to Loan Assets shall be deposited into the Collection Account (b) The Servicer shall promptly identify any collections Collections received as being on account of Interest Collections, Principal Collections or other Available Collections and shall transfer, or cause to be transferred, all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and direct the Account Bank to transfer the same to the Principal Collection Account Subaccount and the Interest Collection AccountSubaccount, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account Subaccount and the Interest Collection Account Subaccount on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (bc) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (cd) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral AgentAgent and the Account Bank), (i) prior to any Notice of Exclusive Control, the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts Amounts, or (ii) from and after any Notice of Exclusive Control, the Servicer may request the Administrative Agent to, and the Administrative Agent shall, withdraw from the Collection Account and deliver to the Servicer any deposits thereto constituting Excluded Amounts, in each case, if the Servicer has, prior to such withdrawal and consent or request and consent, as applicable, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent. (de) Prior to any Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent (and the Collateral Agent shall direct the Account Bank) to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (ef) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA Account, except to the extent explicitly set forth in Section 2.04 2.04, this Section 2.19, and Section 2.222.20.

Collections and Allocations. (a) The Servicer Collateral Agent shall promptly identify any collections all Available Collections received in the Collection Account as being on account of Interest Collections, Collections or Principal Collections or other Available and shall segregate all Interest Collections and Principal Collections and transfer the same to the Interest Collection Subaccount and the Principal Collection Subaccount, respectively. If, notwithstanding such compliance, the Servicer receives any collections directly, the Servicer (upon obtaining knowledge thereof) shall transfer, or cause to be transferred, all Available Collections any such collections received directly by it (if any) to the Collection Account by the close of business within two (2) Business Days after obtaining knowledge of the receipt of such Collections are received. Upon the transfer of Available Collections to the Collection Account, Collections; provided that the Servicer shall segregate Principal Collections and identify to the Collateral Agent any collections received directly by the Servicer as being on account of Interest Collections and transfer the same or Principal Collections. The Collateral Agent shall further provide to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Interest Collections and Interest Principal Collections on deposit in the Interest Collection Subaccount and the Principal Collection Account and the Interest Collection Account on Subaccount no later than three (3) Business Days prior to each Reporting Date for inclusion in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will (i) deposit or will cause the Borrower to deposit into the Collection Account all Available Collections denominated in Dollars received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date and (ii) deposit or will cause the Borrower to deposit into the applicable Eligible Currency Account all Available Collections not denominated in Dollars received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral on such date. The Servicer may, on any date, instruct the Account Bank to convert funds on deposit in any or all Eligible Currency Accounts into Dollars using the Spot Rate. Such converted funds shall then be transferred into the Collection Account. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender the Collateral Agent. (d) Prior to the delivery of a Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account Controlled Accounts in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be investedinvested in the Standby Investment. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA any Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the The Borrower shall deposit in the Collection Account or the URCA Account Unfunded Exposure Account, as the case may be (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA any Controlled Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or Agent, the Account Bank Administrative Agent, a Lender or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. The Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Contribution Account in Permitted Investments, from the Closing Date until the Collection Date. Absent any such written instruction, such funds shall not be invested. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA any Controlled Account, except to the extent explicitly set forth in Section 2.04 and 2.04, Section 2.222.17(c) or Section 2.18.

Collections and Allocations. (a) The Servicer shall promptly identify any collections Available Collections received as being on account of Interest Collections, Principal Collections or other Available Principal Collections and shall transfer, or cause to be transferred, all Available Collections received directly by it to the Collection Account by the close of business two on the second Business Days Day after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Quarterly Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent. (d) Prior to a Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct and, if the Collateral Servicer fails to do so, the Administrative Agent to invest, or may cause the investment of, funds on deposit in the Collection Account and the URCA Account Controlled Accounts in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity. A Permitted Investment acquired with funds deposited in the Unfunded Exposure Account shall mature not later than the next Business Day succeeding the day of investment, unless the Servicer determines in and shall not be sold or disposed of prior to its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investmentmaturity. All such Permitted Investments shall be registered in the name of held by the Account Bank or its nominee subject to the Lien of the Collateral Agent for the benefit of the Administrative Agent or Collateral AgentSecured Parties, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx Dechert LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the The Borrower shall deposit in the Collection Account or the URCA Account Unfunded Exposure Account, as the case may be (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA any Controlled Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdictionmisconduct. The parties hereto acknowledge that the Collateral Agent or Agent, the Account Bank or any of their respective its Affiliates may perform services and receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA any Controlled Account, except to the extent explicitly set forth in Section 2.04 and Section 2.22this Agreement or the Control Agreement.

Collections and Allocations. (a) The Servicer shall promptly identify any collections all Available Collections received in the Collection Account as being on account of Interest Collections, Principal Collections or other Available Principal Collections and shall transfer, or cause to be transferred, segregate all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. If, notwithstanding compliance with Section 5.03(q), the Servicer receives any collections directly, the Servicer shall transfer, or cause to be transferred, any such collections received directly by it (if any) to the Collection Account by the close of business within two Business Days after such Collections are received; provided that the Servicer shall identify to the Collateral Agent any collections received directly by the Servicer as being on account of Interest Collections or Principal Collections. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account Account, as well as the amount on deposit in the Unfunded Exposure Account, on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral AgentTrustee), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentin its sole discretion. (d) Prior to Notice notice of Exclusive Controlexclusive control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent Trustee to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account Controlled Accounts in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA any Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, maturity unless the Servicer determines in its good faith commercial judgment that there is a substantial risk of material deterioration of such Permitted Investment, in its commercially reasonable discretion. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral AgentTrustee, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Restatement Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility Agreement (and any subsequent bringdown opinions of the Borrower and the Servicer and not the Collateral Agent and Account BankXxxxxx & Xxxxxxx LLP delivered thereafter). All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account Unfunded Exposure Account, as the case may be (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral AgentTrustee, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA any Controlled Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any no rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA any Controlled Account, except to the extent explicitly set forth in Section 2.04 and or Section 2.222.21.

Collections and Allocations. (a) The Servicer Borrower shall direct each Obligor, or direct any agent or administrative agent for any Loan Asset to remit all Collections with respect to each Loan Asset, if applicable, to direct the Obligor with respect to such Loan Asset to remit all cash Collections with respect to such Loan Asset directly to the Collection Account. The Borrower shall take commercially reasonable steps to ensure, and shall cause all Affiliates of the Borrower to take commercially reasonable steps to ensure, that only funds constituting cash Collections relating to Loan Assets shall be deposited into the Collection Account. (b) The Borrower shall promptly identify any collections Collections received as being on account of Interest Collections, Principal Collections or other Available Collections and shall transfer, or cause to be transferred, (i) transfer all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections received and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit (ii) in the Principal Collection Account and event such Collections are received by an Affiliate of the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant Borrower, cause such Affiliate to Section 6.08(b). (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account transfer all Available Collections received in respect by such Affiliate to the Collection Account by the close of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on business ten (10) days after such dateCollections are received. (c) With the So long as no Unmatured Event of Default (including any Borrowing Base Deficiency) or Event of Default has occurred prior written consent to any Notice of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent)Exclusive Control, the Servicer Borrower may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender AgentAmounts. (d) Prior to any Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which Borrower may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, maturity unless replaced with a Permitted Investment of equal or greater amount that shall mature not later than the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted InvestmentBusiness Day immediately preceding any Payment Date. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, Borrower and otherwise comply with assumptions the requirements of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account BankUCC relating to deposit accounts generally. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with credited to the provisions of Article II hereofCollection Account. In the event the Borrower or Servicer direct directs the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA Account, except to the extent explicitly set forth in Section 2.04 and Section 2.22.

Collections and Allocations. (a) The Servicer shall promptly identify any collections received as being on account of Interest Collections, Principal Collections or other Available Collections and shall transfer, or cause to be transferred, all Available Collections received in the Concentration Account or received directly by it to the Collection Account by the close of business two on the second Business Days Day after such Collections are received. Within fifteen days following the Restatement Date, the Servicer shall instruct all Obligors to remit Interest Collections and Principal Collections directly to the Collection Account. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account Account, as well as the amount on deposit in the Unfunded Exposure Account, on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral AgentTrustee), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentin its sole discretion. (d) Prior to Notice notice of Exclusive Controlexclusive control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent Trustee to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account Controlled Accounts in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA any Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, maturity unless the Servicer determines in its good faith commercial judgment that there is a substantial risk of material deterioration of such Permitted Investment, in its commercially reasonable discretion. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral AgentTrustee, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Restatement Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account Unfunded Exposure Account, as the case may be (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral AgentTrustee, the Administrative Agent, any Lender Agent or any Lender the Note Purchaser shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA any Controlled Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any no rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA any Controlled Account, except to the extent explicitly set forth in Section 2.04 and or Section 2.222.21.

Collections and Allocations. (a) The Servicer shall promptly identify any collections received as being on account of Interest Collections, Principal Collections or other Available Collections and shall transfer, or cause to be transferred, all Available Collections received directly by it to the Collection Account by the close of business two on the second Business Days Day after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent. (d) Prior to Notice of Exclusive ControlControl (as defined in the Control Agreement), the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct and, if the Collateral Servicer fails to do so, the Administrative Agent to invest, or may cause the investment of, funds on deposit in the Collection Account and the URCA Account Controlled Accounts in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity. A Permitted Investment acquired with funds deposited in the Unfunded Exposure Account shall mature not later than the next Business Day succeeding the day of investment, unless the Servicer determines in and shall not be sold or disposed of prior to its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investmentmaturity. All such Permitted Investments shall be registered in the name of held by the Account Bank or its nominee subject to the Lien of the Collateral Agent for the benefit of the Administrative Agent or Collateral AgentSecured Parties, and otherwise comply with assumptions of the legal opinions of Xxxxxx Xxxxx & Xxxxxxx Xxxxxx, LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the The Borrower shall deposit in the Collection Account or the URCA Account Unfunded Exposure Account, as the case may be (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA any Controlled Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdictionmisconduct. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective its Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA any Controlled Account, except to the extent explicitly set forth in Section 2.04 and Section 2.222.04.

Collections and Allocations. (a) The Servicer (or, if the authority of the Servicer has been revoked pursuant to Section 10.01 hereof, the Indenture Trustee, or, if a Successor Servicer has been appointed, the Successor Servicer) shall promptly identify any collections received as being on account receive from time to time funds from the Transferor in respect of Interest Collections, Principal Collections or other Available Collections Receivables and shall transfer, or cause to be transferred, all Available Collections received directly by it from each applicable Master Trust with respect to the Collection Account by Collateral Certificates pledged to the close of business two Business Days after such Collections are receivedTrust. Upon receipt of any funds in respect of a Collateral Certificate or Receivables, unless otherwise specified herein, the transfer of Available Collections to Servicer shall deposit such amounts in the Collection Account, which amounts shall be applied by the Collateral Agent, on behalf of the Indenture Trustee, pursuant to the Asset Pool One Supplement. Except as otherwise provided below in paragraphs (b) and (c), the Servicer shall segregate Principal deposit Collections with respect to Receivables into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing and Interest shall deposit Collections received with respect to Collateral Certificates with respect to any Monthly Period into the Collection Account no later than the First Note Transfer Date in the next succeeding Monthly Period. In the event of the insolvency of the Servicer, then, immediately upon the occurrence of such event and transfer thereafter, the same to Servicer shall deposit all Collections into the Principal Collection Account and in no such event shall the Interest Collection AccountServicer deposit any Collections thereafter into any account established, respectively. The Servicer shall further include a statement as to held or maintained with the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b)Servicer. (b) On For as long as Chase USA remains the Cut-Off Date Servicer hereunder and (i) no Servicer Rating Event shall have occurred and be continuing or (ii) Chase USA obtains a guarantee or letter of credit covering risk of collection with respect to any Loan Asset, the Servicer will its deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. payment obligations under this Agreement (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to each Note Rating Agency) from a guarantor having a short-term credit rating of at least “A-1” from Standard & Poor’s or “P-1” from Xxxxx’x or “F1” from Fitch (or such other rating below “A-1” or “P-1” or, to the Administrative Agent and each Lender Agent. (d) Prior to Notice of Exclusive Controlextent rated by Fitch, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), “F1,” as the case may be, which is acceptable to such Note Rating Agency), or (iii) the Note Rating Agency Condition will have been satisfied despite the Servicer’s inability to satisfy the rating requirement specified in clause (i) or (ii) above, or (iv) for five Business Days following any reduction of any such rating or failure to satisfy the conditions specified in clause (i) or (ii) above, the Servicer need not make daily deposits of Collections into the Collection Account as provided in the preceding paragraph, but may make deposits in an amount equal to the net amount of any actual loss incurredsuch deposits and payments which would have been made with respect to Notes to receive payments on the related Payment Dates had the conditions of this sentence not applied, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in into the Collection Account or in immediately available funds not later than 1:00 p.m., New York City time, on each applicable Note Transfer Date following the URCA Account, other than Monthly Period with respect to fraud or their own gross negligence or willful misconduct as determined which such deposit relates. To the extent that, in accordance with this Section 3.01, the Servicer has retained amounts which would otherwise be required to be deposited into a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Collection Account Bank or any of their respective Affiliates may receive compensation Supplemental Bank Account with respect to the Permitted Investments. (e) Until the Collection Dateany Monthly Period, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect be required to deposit such amounts held in the applicable Collection Account or such Supplemental Bank Account on the URCA Account, except related Note Transfer Date to the extent explicitly set forth in Section 2.04 and Section 2.22necessary to make required distributions on the related Payment Date.

Collections and Allocations. (a) The Servicer shall promptly identify any collections received as being allocate Group Available Funds to (i) each Trust Financing in the related Group in accordance with its Series Allocation Percentage and (ii) the Certificateholders in accordance with the Transferor Percentage for the related Group, in each case, on account of Interest Collections, Principal Collections or other Available Collections and shall transfer, or cause to be transferred, all Available Collections received directly by it to the first Determination Date following the Collection Account by the close of business two Business Days after Period in which such Collections amounts are received. Upon Notwithstanding the transfer of Available Collections foregoing, in the event that any Trust Financing related to the Collection Accounta Group is in an Amortization Period, the Servicer shall segregate Principal Collections allocate (i) the related Amortizing Series Group Available Funds to each Trust Financing related Group in an Amortization Period and Interest Collections (ii) all related Group Available Funds in excess of the Amortizing Series Group Available Funds (A) to each Trust Financing in the related Group not in an Amortization Period in accordance with its Series Allocation Percentage (calculated excluding all Trust Financings related to such Group in an Amortization Period) and transfer (B) the same Certificateholders in accordance with the Transferor Percentage for such Group (calculated excluding all Trust Financings related to such Group in an Amortization Period), in each case, on the Principal first Determination Date following the Collection Account and Period in which such amounts are received. Promptly following identification thereof, the Interest Collection Account, respectively. The Servicer shall further include a statement as direct the Paying Agent in writing to the amount of Principal Collections withdraw and Interest Collections pay amounts on deposit in the Principal Collection Account that do not constitute Group Available Funds and to distribute such amounts to the Interest Collection Account on each Reporting Date in Servicer to be further distributed to the Servicing Report delivered pursuant to Section 6.08(b)owner thereof. (b) On the Cut-Off Date with respect to any Loan AssetBusiness Day preceding each Payment Date, the Servicer will deposit into shall direct the Paying Agent in writing to withdraw from the Collection Account all and remit to (i) the Distribution Account for each Series, an amount equal to the aggregate amount of related Group Available Collections received Funds allocated to such Series in respect accordance with the applicable Series Allocation Percentage pursuant to Section 9.4(a) for the applicable Collection Period and (ii) the Equityholder, an amount equal to the aggregate amount of Eligible Loan Assets being transferred Group Available Funds for each Group allocated to and included as part of the Collateral Portfolio on such dateCertificateholders in accordance with the Transferor Percentage pursuant to Section 9.4(a) for the applicable Collection Period. (c) With The amount remitted to the prior written consent Distribution Account for each Series pursuant to the preceding clause (b) shall be distributed on each Payment Date in accordance with the terms of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to Trust Financing Agreement for such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender AgentSeries. (d) Prior to Notice of Exclusive ControlOn any Acquisition Date, the Trust (or the Servicer shallon its behalf) may, subject to any other restrictions in any Transaction Document or other Series Related Document, use Group Available Funds for the Group to which the related Receivables will be designated in an amount equal to the aggregate Receivables Cash Transfer Amount of the related Receivables to pay the Receivables Cash Transfer Amount for Receivables to be acquired by the Trust; provided, that (i) no amount of Group Available Funds shall be withdrawn from any Trust Financing Account to pay the Receivables Cash Transfer Amount and (ii) neither the Trust nor the Servicer shall make any such payment unless, in either such case: (i) no event has occurred and is continuing, or would result from such withdrawal, which constitutes (i) an Amortization Event or Potential Amortization Event for any Series related to the Group to which such Receivables will be designated, (ii) a Potential Default, Event of Default or Pool Balance Deficit for the Group to which such Receivables will be designated or (iii) a Servicer Termination Event or Potential Servicer Termination Event, in each case determined based on calculations as of the related Measurement Date; (ii) immediately after giving effect to such acquisition of Receivables, the Trust shall be in compliance in all material respects with all representations, warranties and covenants under the Transaction Documents and the other Series Related Documents; (iii) the Servicer shall have delivered to the Depositor, the Trust, the Master Collateral Agent and each related Group Creditor Representative the related Acquisition Date Supplement; and (iv) the related Receivables are Eligible Receivables with respect to one or more related Group Series for which Credit Extensions are Outstanding as of the related Acquisition Date. Upon each withdrawal of or direction to withdraw Group Available Funds from the Collection Account pursuant to written instruction (which may be in the form of standing instructionsthis Section 9.4(d), direct each of the Trust and the Servicer shall be deemed to represent and warrant to the Master Collateral Agent that each of the foregoing conditions have been satisfied with respect thereto. (e) The Trust (or the Servicer on its behalf) may, subject to investany other restrictions in any Transaction Document or other Series Related Document, or cause (i) so long as Group Available Funds in excess of the investment of, funds aggregate Series Monthly Payment Amount for all Group Series for the related Payment Date are on deposit in the Collection Account and (after giving effect to any prepayment or distribution made pursuant to this clause (e)), use the URCA Account Aggregate Non-Amortizing Series Allocation Percentage of related Group Available Funds in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name excess of the Account Bank or its nominee aggregate Series Monthly Payment Amount for all Group Series for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing related Payment Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder make a voluntary prepayment of funds held therein)any related Credit Extensions related to such Group, as the case may be, an amount equal subject to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None provisions of the Account Bankrelated Trust Financing Agreement, (ii) (x) so long as Group Available Funds in excess of the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable aggregate Series Monthly Payment Amount for all related Group Series for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held related Payment Date are on deposit in the Collection Account (after giving effect to any prepayment or distribution made pursuant to this clause (e)), distribute the URCA Accountcash portion of any Transfer Proceeds to or at the direction of the Equityholder and (y) distribute the portion of any Transfer Proceeds consisting of Securitization Equity to or at the direction of the Equityholder, which Transfer Proceeds (including any Securitization Equity) shall be distributed free and clear of the Lien of this Agreement or any other than Transaction Document; provided, that (1) no amount of Group Available Funds or Transfer Proceeds shall be withdrawn from any Trust Financing Account to make any such prepayment or distribution and (2) neither the Trust nor the Servicer shall make any such prepayment or distribution unless: (i) no event has occurred and is continuing, or would result from such prepayment or distribution, which constitutes (i) an Amortization Event or Potential Amortization Event for any related Group Series, (ii) a Potential Default, Event of Default or Pool Balance Deficit for the related Group or (iii) a Servicer Termination Event or Potential Servicer Termination Event, in each case determined based on calculations as of the related Measurement Date; (ii) immediately after giving effect to such prepayment or distribution, the Trust shall be in compliance in all material respects with respect all representations, warranties and covenants under the Transaction Documents and the other Series Related Documents; and (iii) the Servicer shall have delivered to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Master Collateral Agent or and each Creditor Representative, a report in form and substance reasonably acceptable to such Persons, setting forth a calculation of the Account Bank or any of their respective Affiliates may receive compensation Pool Balance and the Required Pool Balance with respect to the Permitted Investments. related Group as of the related Measurement Date. Upon each withdrawal of or direction to withdraw or distribute Group Available Funds or Transfer Proceeds (eincluding any Securitization Equity) Until pursuant to this Section 9.4(e), each of the Collection Date, neither the Borrower nor Trust and the Servicer shall be deemed to represent and warrant to the Master Collateral Agent that each of the foregoing conditions have any rights of direction or withdrawal, been satisfied with respect to amounts held in the Collection Account or the URCA Account, except to the extent explicitly set forth in Section 2.04 and Section 2.22thereto.

Collections and Allocations. (a) The Servicer Collateral Agent shall promptly identify any collections all Available Collections received in the Collection Account as being on account of Interest Collections, Collections or Principal Collections or other Available and shall segregate all Interest Collections and Principal Collections and transfer the same to the Interest Collection Subaccount and the Principal Collection Subaccount, respectively. The Servicer shall comply with its obligations specified in Section 5.03(o). If, notwithstanding such compliance, the Servicer receives any collections directly, the Servicer shall transfer, or cause to be transferred, all Available Collections any such collections received directly by it (if any) to the Collection Account by the close of business within two (2) Business Days after such Interest Collections and Principal Collections are received. Upon the transfer of Available Collections to the Collection Account, ; provided that the Servicer shall segregate Principal Collections and identify to the Collateral Agent any collections received directly by the Servicer as being on account of Interest Collections and transfer the same or Principal Collections. The Collateral Agent shall further provide to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Interest Collections and Interest Principal Collections on deposit in the Interest Collection Subaccount and the Principal Collection Account and the Interest Collection Account on Subaccount no later than three (3) Business Days after each Reporting Determination Date for inclusion in the Servicing Report delivered pursuant to Section 6.08(b). It is understood and agreed that the Servicer shall remain liable for the proper allocation of the aforementioned Interest Collections and Principal Collections into the appropriate accounts. (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit or will cause the Borrower to deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentthe Collateral Agent in their sole discretion. (d) Prior to the delivery of a Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account Controlled Accounts in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA any Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date (unless such Permitted Investment is issued by U.S. Bank National Association or one or more of its Affiliates in its capacity as a banking institution, in which case such Permitted Investment may mature on such Payment Date), and shall not be sold or disposed of prior to its maturity, maturity unless the Servicer determines in its good faith commercial judgment that there is a substantial risk of material deterioration of such Permitted Investment, in its commercially reasonable discretion. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the The Borrower shall deposit in the Collection Account or the URCA Account Unfunded Exposure Account, as the case may be (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA any Controlled Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdictionmisconduct. The parties hereto acknowledge that the Collateral Agent or Agent, the Account Bank Administrative Agent, a Lender or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA any Controlled Account, except to the extent explicitly set forth in Section 2.04 and 2.04, Section 2.222.17(c) or Section 2.18.

Collections and Allocations. (a) The Servicer Collateral Agent shall promptly identify any collections all Available Collections received in the Collection Account as being on account of Interest Collections, Principal Collections or other Available Principal Collections and shall transfer, or cause to be transferred, segregate all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall transfer, or cause to be transferred, any collections received directly by it (if any) to the Collection Account by the close of business within two Business Days after such Collections are received; provided that the Servicer shall identify to the Collateral Agent any collections received directly by the Servicer as being on account of Interest Collections or Principal Collections. The Collateral Agent shall further include provide to the Servicer a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on no later than three Business Days after each Reporting Determination Date for inclusion in the Servicing Report delivered pursuant to Section 6.08(b). It is understood and agreed that the Servicer shall remain liable for the proper allocation of the aforementioned Collections into the appropriate accounts. (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentthe Collateral Agent in their sole discretion. (d) Prior to the delivery of a Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account Controlled Accounts in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA any Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the The Borrower shall deposit in the Collection Account or the URCA Account Unfunded Exposure Account, as the case may be (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA any Controlled Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdictionmisconduct. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective its Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA any Controlled Account, except to the extent explicitly set forth in Section 2.04 and or Section 2.222.21.

Collections and Allocations. (a) The Servicer Collateral Agent shall promptly identify any collections all Available Collections received in the Collection Account as being on account of Interest Collections, Collections or Principal Collections or other Available (and may request and rely upon instructions in respect thereof from the Servicer) and shall segregate all Interest Collections and Principal Collections and transfer the same to the Interest Collection Subaccount and the Principal Collection Subaccount, respectively. The Servicer shall comply with its obligations specified in Section 5.03(o). If, notwithstanding such compliance, the Servicer receives any collections directly, the Servicer shall transfer, or cause to be transferred, all Available Collections any such collections received directly by it (if any) to the applicable Collection Account by the close of business within two (2) Business Days after such Interest Collections and Principal Collections are received. Upon the transfer of Available Collections to the Collection Account, ; provided that the Servicer shall segregate Principal Collections and identify to the Collateral Agent any collections received directly by the Servicer as being on account of Interest Collections and transfer the same to the or Principal Collection Account and the Interest Collection Account, respectivelyCollections. The Servicer may, on any date, instruct the Collateral Agent to convert funds on deposit in any or all Eligible Currency Accounts into Dollars using the Spot Rate. Such converted funds shall then be transferred into the applicable Collection Account. For the avoidance of doubt, amounts received during a Remittance Period shall continue to be treated as having been received in such period, notwithstanding that the settlement of the currency exchange may occur after the related Determination Date; provided that such settlement occurs no later than the Business Day immediately preceding the related Payment Date. The Collateral Agent shall further include provide to the Servicer a statement as to the amount of Principal Interest Collections and Interest Principal Collections on deposit in the Interest Collection Subaccount and the Principal Collection Account and the Interest Collection Account on Subaccount no later than three (3) Business Days after each Reporting Determination Date for inclusion in the Servicing Report delivered pursuant to Section 6.08(b). It is understood and agreed that the Servicer shall remain liable for the proper allocation of the aforementioned Interest Collections and Principal Collections into the appropriate accounts. (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date[Reserved]. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may direct the Collateral Agent to withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentin its reasonable discretion. (d) Prior to the delivery of a Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and Controlled Accounts (other than set forth in the URCA Account second succeeding sentence) in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall be invested in the Standby Investment. Funds on deposit in a Controlled Account for any Eligible Currency other than Dollars or the Payment Account shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA any Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the The Borrower shall deposit in the Collection Account or the URCA Account Unfunded Exposure Account, as the case may be (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investmentPermitted Investment, immediately promptly (but in no event more than five (5) Business Days or, if the Transferor has rights pursuant to its Constituent Documents to request capital from its equityholder(s) in an amount equal to such actual loss and the Transferor has made a capital request to its equityholder(s) (and its equityholder(s) have irrevocably agreed to contribute such capital), 13 Business Days) upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA any Controlled Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or Agent, the Account Bank Administrative Agent, a Lender or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA any Controlled Account, except to the extent explicitly set forth in Section 2.04 2.04, Sections 2.17(a), (c), (d) and (f), or Section 2.222.18 or as otherwise expressly set forth in this Agreement. For the avoidance of doubt, the Collateral Agent shall have no obligation to determine or verify whether the Borrower or Servicer are complying with this clause (e).

Collections and Allocations. (a) The Servicer shall promptly identify any collections received as being on account of Interest Collections, Principal Collections or other Available Collections and shall transfer, or cause to be transferred, all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent. (d) Prior to Notice of Exclusive ControlControl (as defined in the Collection Account Agreement), the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the any Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Milbank Tweed Xxxxxx & Xxxxxxx XxXxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the any Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdictionmisconduct. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective its Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA Account, except to the extent explicitly set forth in Section 2.04 and or Section 2.222.21.

Collections and Allocations. (a) The Servicer shall promptly identify any collections received as being on account of Interest Collections, Principal Collections or other Available Collections and shall transfer, or cause to be transferred, all Available Collections received directly by it to the Collection Account by the close of business two on the Business Days Day after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender AgentAgent in its sole discretion. (d) Prior to Notice of Exclusive ControlControl (as defined in the Collection Account Agreement or Unfunded Exposure Account Agreement, as applicable), the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account Controlled Accounts in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA any Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxx & Xxxxxx, LLP and Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the The Borrower shall deposit in the Collection Account or the URCA Account Unfunded Exposure Account, as the case may be (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA any Controlled Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdictionmisconduct. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective its Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA any Controlled Account, except to the extent explicitly set forth in Section 2.04 and or Section 2.222.21.

Collections and Allocations. (a) The Servicer Collateral Agent (in consultation with the Servicer) shall promptly identify any collections all Available Collections received in the Collection Account as being on account of Interest Collections, Principal Collections or other Available Principal Collections and shall transfer, or cause direct the Securities Intermediary to be transferred, all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall transfer, or cause to be transferred, any collections received directly by it (if any) to the Collection Account by the close of business within two Business Days after such collections are received and identified; provided that the Servicer shall identify to the Collateral Agent and the Securities Intermediary any collections received directly by the Servicer as being on account of Interest Collections or Principal Collections. The Servicer shall further include provide to the Administrative Agent, the Collateral Agent and the Securities Intermediary (with a copy to the Collateral Administrator) a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on no later than three Business Days after each Reporting Determination Date for inclusion in the Servicing Report delivered pursuant to Section 6.08(b). It is understood and agreed that the Servicer shall remain liable for the proper allocation of the aforementioned Available Collections into the appropriate accounts. (b) On From and including the Cut-Off Date with respect to any Loan Asset, the Servicer will or will cause the Borrower to deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may direct the Securities Intermediary to withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender the Collateral Agent, which the Collateral Agent shall confirm to the Securities Intermediary. (d) Prior to the delivery of a Notice of Exclusive Control, the Servicer shall, pursuant to written instruction shall direct the Securities Intermediary (which may be in the form of standing instructions), direct the Collateral Agent ) to invest, or cause the investment of, funds on deposit in the Collection Account and Controlled Accounts (excluding for this purpose, the URCA Account Custodial Account) as fully as practicable in the Standby Directed Investment, or in such other Permitted Investments, from the date of this Agreement Closing Date until the Collection Date. Absent If the Standby Directed Investment is unavailable and absent any further written instruction from the Servicer, the Servicer hereby directs that such funds shall not be invested. After the delivery of a Notice of Exclusive Control, the Securities Intermediary shall invest, or cause the investment of, funds on deposit in the Controlling Accounts (excluding for this purpose, the Custodial Account) as fully as practicable in the Standby Directed Investment, or such other Permitted Investments directed by the Administrative Agent until such Notice of Exclusive Control is rescinded. If the Standby Directed Investment is unavailable and absent any further written instructioninstruction from the Administrative Agent, the Administrative Agent hereby directs that such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA any Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity. A Permitted Investment acquired with funds deposited in the Unfunded Exposure Account shall mature not later than the next Business Day succeeding the day of investment, unless the Servicer determines in and shall not be sold or disposed of prior to its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investmentstated maturity date. All such Permitted Investments shall be registered in the name of the Account Bank Securities Intermediary or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account BankSecurities Intermediary, the Collateral Custodian, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA any Controlled Account, other than with respect to their fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdictionmisconduct. The parties hereto acknowledge that the Securities Intermediary, Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer . The Securities Intermediary shall have no responsibility or liability for any rights loss which may result from any investment or sale of direction investment made pursuant to this Agreement or withdrawalunder any other Transaction Document. The Securities Intermediary is hereby authorized, in making or disposing of any investment permitted by this Agreement or under any other Transaction Document, to deal with respect to amounts held 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 the Collection Account Securities Intermediary or for any third person or dealing as principal for its own account. The Parties acknowledge that the URCA AccountSecurities Intermediary is not providing investment supervision, except to the extent explicitly set forth in Section 2.04 and Section 2.22recommendations, or advice.

Collections and Allocations. (a) The Servicer Borrower or the Manager on behalf of the Borrower shall promptly (but in no event later than two (2) Business Days after the receipt thereof) identify any collections Collections received by it as being on account of Interest Collections, Collections or Principal Collections and deposit all such Interest Collections or other Available Collections and shall transfer, or cause to be transferred, all Available Principal Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to into the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer Manager on behalf of the Borrower shall further include a statement as to make such deposits or payments on the amount of Principal Collections and Interest Collections on deposit date indicated by wire transfer, in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b)immediately available funds. (b) On Until the Cut-Off Date with respect to any Loan Assetoccurrence of an Event of Default, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent. (d) Prior to Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds extent there are uninvested amounts deposited in the Collection Account or Account, all amounts shall be invested in Permitted Investments selected by the URCA Account shall Manager on behalf of the Borrower that mature not no later than the Business Day immediately preceding any the next Payment Date; from and after (i) the occurrence of an Event of Default or (ii) the appointment of a Successor Manager, to the extent there are uninvested amounts deposited in the Collection Account, all amounts may be invested in Permitted Investments selected by the Administrative Agent that mature no later than the next Business Day. Any earnings (and losses) thereon shall be for the account of the Borrower. (c) Notwithstanding anything to the contrary contained herein or in any other Transaction Document, all payments required to be made by the Borrower hereunder shall be made by the Borrower, or the Manager acting on its behalf, directing the Custodian in writing to make such payments. The Custodian shall make such payments to the Secured Parties and any other Persons pursuant to this Agreement based solely on the information set forth in instructions, including the Monthly Report, furnished by the Borrower or the Manager acting on behalf of the Borrower, and shall not be sold or disposed of prior entitled to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of conclusively rely on such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agentinformation and reports, and otherwise comply with assumptions of on the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any calculations contained therein when making such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investmentspayments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA Account, except to the extent explicitly set forth in Section 2.04 and Section 2.22.

Collections and Allocations. (a) The Portfolio Asset Servicer shall direct (i) any agent or administrative agent for any Portfolio Asset that is not a loan participation interest (except for such Portfolio Assets that are actively cash managed or have a separate lockbox for payments pursuant to the terms of the related Portfolio Asset documents) to remit all Collections with respect to such Portfolio Asset and, if applicable, to direct the Obligors with respect to such Portfolio Asset to remit all Collections with respect to such Portfolio Asset to the Collection Account and (ii) any Counterparty Lender to direct the Obligor (or, to the extent applicable, such Counterparty Lender or the Underlying Agent) for any Portfolio Asset that is a loan participation interest to remit all Collections with respect to such Portfolio Asset directly to the Collection Account, to remit all Collections with respect to such Portfolio Asset and Underlying Loan Obligation directly to the Collection Account. (b) Upon receipt of Collections in each applicable Collection Account, the Portfolio Asset Servicer shall promptly identify any collections Collections received as being on account of Interest Principal Collections, Principal Collections or Current Income Collections, other Available Collections and shall transfer, or cause to be transferred, all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectivelyExcluded Amounts. The Portfolio Asset Servicer shall further include a statement as to the amount of Principal Collections, Current Income Collections and Interest Collections Excluded Amounts on deposit in the Principal Collection Account and the Interest Collection Account on each Determination Date immediately preceding a Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b8.08(b). The Borrower and the Portfolio Asset Servicer shall take commercially reasonable steps to confirm that only funds constituting Available Collections relating to Portfolio Assets are deposited into the applicable Collection Account. (bc) On The Borrower shall, and shall cause its Affiliates to, deposit all Available Collections received by the Borrower or its Affiliates into the Collection Account, within two (2) Business Days after receipt and shall, and shall cause its Affiliates to, hold in trust for the benefit of the Administrative Agent, for the benefit of the Secured Parties, all such Available Collections until so deposited. (d) Within two (2) Business Days of the Cut-Off Date with respect to any Loan Portfolio Asset, the Portfolio Asset Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such dateAssets. (ce) With Prior to the prior written consent delivery of a Notice of Exclusive Control by the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent)Calculation Agent and Account Bank, the Portfolio Asset Servicer may (on behalf of the Borrower) withdraw from the Collection Account, any deposits thereto constituting Excluded Amounts if the Portfolio Asset Servicer has, prior to such withdrawal, identified in writing to the Administrative Agent and the Calculation Agent the calculation of such Excluded Amounts. After the delivery of a Notice of Exclusive Control in the manner described in the preceding sentence, the Administrative Agent, to the exclusion of the Portfolio Asset Servicer, may withdraw from the Collection Account any deposits thereto therein constituting Excluded Amounts if Amounts. So long as no Event of Default has occurred and is continuing or would result therefrom, upon the Servicer hasprepayment of a Loan Asset, whether partial or in full, the Borrower may apply the Principal Collections of such prepayment to prepay Advances in accordance with Section 2.04; provided that (A) there shall be no more than six (6) such prepayments of the Advances by the Borrower in any fiscal quarter unless otherwise agreed to by the Initial Lender, and (B) at least three (3) Business Days prior to the date of such withdrawal and consent, prepayment the Borrower shall have delivered a notice of prepayment to the Administrative Agent and each Lender Agent the Calculation Agent, which notice shall include a report Borrowing Base Certificate updated to the date of such prepayment, giving pro forma effect to such prepayment and setting forth the calculation of such Excluded Amounts in form amounts due and substance reasonably satisfactory payable by the Borrower pursuant to the Administrative Agent Sections 2.08(a)(i)(a) through (c) and each Lender Agent. Sections 2.08(a)(ii)(a) through (d) Prior for the Payment Date immediately following such prepayment date and certifying that the Borrower will have sufficient amounts in the Collection Accounts (including, amounts expected to Notice be received prior to such Payment Date in the good faith determination of Exclusive Controlthe Portfolio Asset Servicer) to pay such amounts in full. During or after the Reinvestment Period, the Borrower (or the Portfolio Asset Servicer shallon its behalf) may transfer Principal Collections to the Unfunded Exposure Account or use Principal Collections to fund Delayed Draws, pursuant to written instruction (which may be in the form so long as no Event of standing instructions), direct the Collateral Agent to investDefault or Market Trigger Event has occurred and is continuing, or cause would result from such transfer as demonstrated in a Borrowing Base Certificate delivered by the investment ofBorrower in connection therewith. The Portfolio Asset Servicer may, funds on deposit at the direction of the Borrower, withdraw amounts in an Eligible Currency held in the Collection Account for the purpose of exchanging such amounts to U.S. Dollars and withdraw amounts in an Eligible Currency held in the URCA Unfunded Exposure Account for the purpose of exchanging such amounts to another Eligible Currency; provided that (i) amounts received in Permitted InvestmentsU.S. Dollars or such other Eligible Currency, from the date of this Agreement until the Collection Date. Absent any as applicable, in exchange for such written instruction, such funds Eligible Currency shall not be invested. A Permitted Investment acquired with funds promptly deposited in into the Collection Account or the URCA Account Unfunded Exposure Account, as applicable and (ii) if a Market Trigger Event or Event of Default shall mature not later than have occurred and be continuing, the Business Day immediately preceding any Payment Date, and Initial Lender shall have approved such withdrawal (which approval shall not be sold unreasonably withheld, conditioned or disposed of prior to its maturity, unless the Servicer determines delayed). (f) Except as set forth in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investmentsclause (e) above, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall not have any rights of direction or withdrawal, withdrawal with respect to amounts held in the Collection Account or the URCA Account, except to the extent explicitly set forth in Section 2.04 and Section 2.22.

Collections and Allocations. (a) The Servicer Collateral Agent shall promptly identify any collections all Available Collections received in the Collection Account as being on account of Interest Collections, Principal Collections or other Available Principal Collections and shall transfer, or cause to be transferred, segregate all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall transfer, or cause to be transferred, any collections received directly by it (if any) to the Collection Account by the close of business within two Business Days after such Collections are received; provided that the Servicer shall identify to the Collateral Agent any collections received directly by the Servicer as being on account of Interest Collections or Principal Collections. The Collateral Agent shall further include provide to the Servicer a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on no later than three Business Days after each Reporting Determination Date for inclusion in the Servicing Report delivered pursuant to Section 6.08(b). It is understood and agreed that the Servicer shall remain liable for the proper allocation of the aforementioned Collections into the appropriate accounts. (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentthe Collateral Agent in their sole discretion. (d) Prior to the delivery of a Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account Controlled Accounts in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA any Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the The Borrower shall deposit in the Collection Account or the URCA Account Unfunded Exposure Account, as the case may be (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA any Controlled Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdictionmisconduct. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective its Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA any Controlled Account, except to the extent explicitly set forth in Section 2.04 and or Section 2.222.21.

Collections and Allocations. (a) The Servicer shall promptly identify any collections received as being on account of Interest apply, or shall instruct the Trustee to apply, all Collections, Principal Collections or and other Available Collections and shall transfer, or cause to be transferred, all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent. (d) Prior to Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or that are allocated to the URCA AccountSeries 1997-2 Certificates as described in this Article IV. Provided that daily deposits of Collections into the Collection Account are required pursuant to Section 4.1(f), other the applicable Investor Percentage of Finance Charge Collections shall be deposited into the Collection Account on a daily basis. During the Revolving Period, so long as the Available Enhancement Amount is not less than the Required Enhancement Amount, Collections of Principal Receivables allocable to Series 1997-2 with respect to fraud or their own gross negligence or willful misconduct as determined each Monthly Period need not be deposited into the Collection Account on a daily basis during such Monthly Period; provided, however, that in a final decision by a court of competent jurisdiction. The parties hereto acknowledge the event that the Collateral Agent or Minimum Transferor Amount exceeds the Transferor Amount on any date, such Collections of Principal Receivables shall be deposited into the Excess Funding Account Bank or until the Transferor Amount equals the Minimum Transferor Amount; and provided, further, that on any date on which the sum of their respective Affiliates may receive compensation the Aggregate Principal Receivables and the Excess Funding Amount is less than the Aggregate Adjusted Investor Amount, such Collections of Principal Receivables shall be deposited into the Collection Account on a daily basis. During the Accumulation Period, after an amount of Collections of Principal Receivables allocable to Series 1997-2 equal to the Controlled Deposit Amount with respect to the Permitted Investments. (e) Until each Monthly Period has been deposited into the Collection DateAccount, neither and so long as the Borrower nor Available Enhancement Amount is not less than the Servicer shall have any rights Required Enhancement Amount, Collections of direction or withdrawal, Principal Receivables allocable to Series 1997-2 with respect to amounts held in each Monthly Period need not be deposited into the Collection Account or on a daily basis during such Monthly Period; provided, however, that in the URCA Accountevent that the Minimum Transferor Amount exceeds the Transferor Amount on any date, except to such Collections of Principal Receivables shall be deposited into the extent explicitly set forth in Excess Funding Account until the Transferor Amount equals the Minimum Transferor Amount; and, provided, further, that on any date on which the sum of the Aggregate Principal Receivables and the Excess Funding Amount is less than the Aggregate Investor Amount, such Collections of Principal Receivables shall be deposited into the Collection Account on a daily basis. Notwithstanding the foregoing, the Servicer need not make daily deposits of Collections into the Collection Account at any time when the requirements of Section 2.04 and Section 2.224.1(f) of the Agreement are satisfied.

Collections and Allocations. (a) The Borrower or the Portfolio Asset Servicer on the Borrower’s behalf shall direct the Obligors and, if applicable, any agent, administrative agent, Underlying Servicer or issuer for any Portfolio Asset to remit all Collections payable to the Borrower with respect to such Portfolio Asset directly to the Collection Account. (b) The Borrower and the Portfolio Asset Servicer shall, and shall cause its Affiliates to, deposit all Collections received by it or its Affiliates with respect to the Collateral Portfolio to the Collection Account within two Business Days after receipt and shall, and shall cause its Affiliates to, hold in trust for the benefit of the Administrative Agent, for the benefit of the Secured Parties, all such Collections until so deposited. (c) Upon receipt of Collections in the Collection Account, the Portfolio Asset Servicer shall promptly identify any collections Collections received as being on account of principal, Interest Collections, Principal Collections or other Available Collections and shall transfer, or cause to be transferred, all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectivelyExcluded Amounts. The Portfolio Asset Servicer shall further include a statement as to the amount of Principal Collections and principal, Interest Collections or Excluded Amounts on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b8.08(a). The Portfolio Asset Servicer shall take commercially reasonable steps to confirm that only funds constituting Collections relating to Portfolio Assets are deposited into the Collection Account. (bd) On Notwithstanding the Cut-Off Date with respect to any Loan Asset, fact that Excluded Amounts (other than items described in clauses (iii) and (iv) of the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as definition thereof) are part of the Collateral Portfolio on such date. (c) With and constitute Portfolio Assets, prior to the prior written consent delivery of a Notice of Exclusive Control by the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent)Facility Servicer and Account Bank in accordance with the terms of the Account Control Agreement, the Facility Servicer may (on behalf of the Borrower and at the direction of the Portfolio Asset Servicer) withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Portfolio Asset Servicer has, prior to such withdrawal and consentwithdrawal, delivered identified to the Administrative Agent and each Lender Agent a report setting forth the calculation of Facility Servicer such Excluded Amounts in form and substance reasonably satisfactory deliver such Excluded Amounts to the Administrative Agent and each Lender Agent. (d) Prior to Borrower or as the Borrower may direct. After the delivery of a Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed Control in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None terms of the Account Bank, the Collateral AgentControl Agreement, the Administrative Agent, any Lender Agent or any Lender shall be liable for upon written direction from the amount of any loss incurredMajority Lenders, in respect of any investment, or lack of investment, of funds held in may withdraw from the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investmentsdeposits therein constituting Excluded Amounts. (e) Until the Collection DateExcept as set forth in clause (d) above, neither the Borrower nor the Portfolio Asset Servicer shall have any rights of direction or withdrawal, withdrawal with respect to amounts held in the Collection Account. (f) Notwithstanding anything in this Agreement to the contrary, the Borrower and the Portfolio Asset Servicer on the Borrower’s behalf shall cause the Collateral Portfolio to be serviced by Underlying Servicers such that there will be no more than ten deposits of Collections to the Collection Account between Payment Dates. Without limiting the Borrower’s and the Portfolio Asset Servicer’s obligations in the preceding sentence, if either (i) the Borrower or the URCA Account, except Portfolio Asset Servicer on the Borrower’s behalf anticipate that more than ten deposits will be made to the extent explicitly set forth Collection Account between Payment Dates or (ii) more than ten deposits are made to the Collection Account between any Payment Dates, then the Borrower shall open a deposit account (the “Excess Collections Account”) with a financial institution reasonably acceptable to the Facility Servicer. The Administrative Agent shall have a perfected first priority Lien on the Excess Collections Account pursuant to an account control agreement acceptable to the Administrative Agent and the Facility Servicer. If the Borrower has opened the Excess Collections Account as required pursuant to this Section 2.07(f), then the Borrower and the Portfolio Asset Servicer on the Borrower’s behalf shall thereafter cause deposits of Collections in Section 2.04 excess of ten between Payment Dates to be made to the Excess Collections Account and Section 2.22the account control agreement governing the Excess Collections Account shall require that all amounts on deposit therein shall be swept to the Collection Account on each Reporting Date.

Collections and Allocations. (a) The Servicer shall promptly identify any collections received as being allocate Group Available Funds to (i) each Trust Financing in the related Group in accordance with its Series Allocation Percentage and (ii) the Certificateholders in accordance with the Transferor Percentage for the related Group, in each case, on account of Interest Collections, Principal Collections or other Available Collections and shall transfer, or cause to be transferred, all Available Collections received directly by it to the first Determination Date following the Collection Account by the close of business two Business Days after Period in which such Collections amounts are received. Upon Notwithstanding the transfer of Available Collections foregoing, in the event that any Trust Financing related to the Collection Accounta Group is in an Amortization Period, the Servicer shall segregate Principal Collections allocate (i) the related Amortizing Series Group Available Funds to each Trust Financing related Group in an Amortization Period and Interest Collections (ii) all related Group Available Funds in excess of the Amortizing Series Group Available Funds (A) to each Trust Financing in the related Group not in an Amortization Period in accordance with its Series Allocation Percentage (calculated excluding all Trust Financings related to such Group in an Amortization Period) and transfer (B) the same Certificateholders in accordance with the Transferor Percentage for such Group (calculated excluding all Trust Financings related to such Group in an Amortization Period), in each case, on the Principal first Determination Date following the Collection Account and Period in which such amounts are received. Promptly following identification thereof, the Interest Collection Account, respectively. The Servicer shall further include a statement as direct the Paying Agent in writing to the amount of Principal Collections withdraw and Interest Collections pay amounts on deposit in the Principal Collection Account that do not constitute Group Available Funds and to distribute such amounts to the Interest Collection Account on each Reporting Date in Servicer to be further distributed to the Servicing Report delivered pursuant to Section 6.08(b)owner thereof. (b) On the Cut-Off Date with respect to any Loan AssetBusiness Day preceding each Payment Date, the Servicer will deposit into shall direct the Paying Agent in writing to withdraw from the Collection Account all and remit to (i) the Distribution Account for each Series then Outstanding, an amount equal to the aggregate amount of related Group Available Collections received Funds allocated to such Series in respect accordance with the applicable Series Allocation Percentage pursuant to Section 9.4(a) for the applicable Collection Period and (ii) the Equityholder. On each Payment Date, the Servicer shall direct the Paying Agent in writing to withdraw from the Collection Account an amount equal to the aggregate amount of Eligible Loan Assets being transferred Group Available Funds for each Group allocated to the Certificateholders in accordance with the Transferor Percentage pursuant to Section 9.4(a) for the applicable Collection Period and included remit such amount sequentially, as part follows: (i) first to the Master Collateral Agent, the Owner Trustee and the Asset Representations Reviewer, pro rata based on amounts due, the Transferor’s Percentage of the Master Collateral Portfolio on Agent Fee, the Owner Trustee Fee and the Asset Representations Reviewer Fee and the expenses and indemnities due to the Master Collateral Agent, the Owner Trustee and the Asset Representations Reviewer for such datePayment Date and (ii) second, to the Equityholder, any remaining amounts. (c) With The amount remitted to the prior written consent Distribution Account for each Series pursuant to the preceding clause (b) shall be distributed on each Payment Date in accordance with the terms of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to Trust Financing Agreement for such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender AgentSeries. (d) Prior to Notice of Exclusive ControlOn any Acquisition Date, the Trust (or the Servicer shallon its behalf) may, subject to any other restrictions in any Transaction Document or other Series Related Document, use Group Available Funds for the Group to which the related Receivables will be designated in an amount equal to the aggregate Receivables Cash Transfer Amount of the related Receivables to pay the Receivables Cash Transfer Amount for Receivables to be acquired by the Trust; provided, that (i) no amount of Group Available Funds shall be withdrawn from any Trust Financing Account to pay the Receivables Cash Transfer Amount and (ii) neither the Trust nor the Servicer shall make any such payment unless, in either such case: (i) no event has occurred and is continuing, or would result from such withdrawal, which constitutes (i) an Amortization Event or Potential Amortization Event for any Series related to the Group to which such Receivables will be designated, (ii) a Potential Default, Event of Default or Pool Balance Deficit for the Group to which such Receivables will be designated or (iii) a Servicer Termination Event or Potential Servicer Termination Event, in each case determined based on calculations as of the related Measurement Date; (ii) immediately after giving effect to such acquisition of Receivables, the Trust shall be in compliance in all material respects with all representations, warranties and covenants under the Transaction Documents and the other Series Related Documents; (iii) the Servicer shall have delivered to the Depositor, the Trust, the Master Collateral Agent and each related Group Creditor Representative the related Acquisition Date Supplement no later than the Payment Date related to the Collection Period in which such Acquisition Date occurs; and (iv) the related Receivables are Eligible Receivables with respect to one or more related Group Series for which Credit Extensions are Outstanding as of the related Acquisition Date. Upon each withdrawal of or direction to withdraw Group Available Funds from the Collection Account pursuant to written instruction (which may be in the form of standing instructionsthis Section 9.4(d), direct each of the Trust and the Servicer shall be deemed to represent and warrant to the Master Collateral Agent that each of the foregoing conditions have been satisfied with respect thereto. (e) The Trust (or the Servicer on its behalf) may, subject to investany other restrictions in any Transaction Document or other Series Related Document, or cause (i) so long as Group Available Funds in excess of the investment of, funds aggregate Series Monthly Payment Amount for all Group Series for the related Payment Date are on deposit in the Collection Account and (after giving effect to any prepayment or distribution made pursuant to this clause (e)), use the URCA Account Aggregate Non-Amortizing Series Allocation Percentage of related Group Available Funds in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name excess of the Account Bank or its nominee aggregate Series Monthly Payment Amount for all Group Series for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing related Payment Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder make a voluntary prepayment of funds held therein)any related Credit Extensions related to such Group, as the case may be, an amount equal subject to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None provisions of the Account Bankrelated Trust Financing Agreement, (ii) (x) so long as Group Available Funds in excess of the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable aggregate Series Monthly Payment Amount for all related Group Series for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held related Payment Date are on deposit in the Collection Account (after giving effect to any prepayment or distribution made pursuant to this clause (e)), distribute the URCA Accountcash portion of any Transfer Proceeds to or at the direction of the Equityholder and (y) distribute the portion of any Transfer Proceeds consisting of Securitization Equity to or at the direction of the Equityholder, which Transfer Proceeds (including any Securitization Equity) shall be distributed free and clear of the Lien of this Agreement or any other than Transaction Document; provided, that (1) no amount of Group Available Funds or Transfer Proceeds shall be withdrawn from any Trust Financing Account to make any such prepayment or distribution and (2) neither the Trust nor the Servicer shall make any such prepayment or distribution unless: (i) no event has occurred and is continuing, or would result from such prepayment or distribution, which constitutes (i) an Amortization Event or Potential Amortization Event for any related Group Series, (ii) a Potential Default, Event of Default or Pool Balance Deficit for the related Group or (iii) a Servicer Termination Event or Potential Servicer Termination Event, in each case determined based on calculations as of the related Measurement Date; (ii) immediately after giving effect to such prepayment or distribution, the Trust shall be in compliance in all material respects with respect all representations, warranties and covenants under the Transaction Documents and the other Series Related Documents; and (iii) the Servicer shall have delivered to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Master Collateral Agent or and each Creditor Representative, a report in form and substance reasonably acceptable to such Persons, setting forth a calculation of the Account Bank or any of their respective Affiliates may receive compensation Pool Balance and the Required Pool Balance with respect to the Permitted Investments. related Group as of the related Measurement Date. Upon each withdrawal of or direction to withdraw or distribute Group Available Funds or Transfer Proceeds (eincluding any Securitization Equity) Until pursuant to this Section 9.4(e), each of the Collection Date, neither the Borrower nor Trust and the Servicer shall be deemed to represent and warrant to the Master Collateral Agent that each of the foregoing conditions have any rights of direction or withdrawal, been satisfied with respect to amounts held in the Collection Account or the URCA Account, except to the extent explicitly set forth in Section 2.04 and Section 2.22thereto.

Collections and Allocations. (a) The Servicer Collateral Agent shall promptly identify any collections all Available Collections received in the Collection Account as being on account of Interest Collections, Collections or Principal Collections or other Available and shall segregate all Interest Collections and Principal Collections and transfer the same to the Interest Collection Account and the Principal Collection Account, respectively. The Servicer shall comply with its obligations specified in Section 5.03(o). If, notwithstanding such compliance, the Servicer receives any collections directly, the Servicer shall transfer, or cause to be transferred, all Available Collections any such collections received directly by it (if any) to the Collection Account by the close of business within two (2) Business Days after such Interest Collections and Principal Collections are received. Upon received and identified by the transfer of Available Collections to the Collection Account, Servicer; provided that the Servicer shall segregate Principal Collections and identify to the Collateral Agent any collections received directly by the Servicer as being on account of Interest Collections and transfer the same or Principal Collections. The Collateral Agent shall further provide to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Interest Collections and Interest Principal Collections on deposit in the Principal Interest Collection Account and the Interest Principal Collection Account on no later than three (3) Business Days after each Reporting Determination Date for inclusion in the Servicing Report delivered pursuant to Section 6.08(b). It is understood and agreed that the Servicer shall remain liable for the proper allocation of the aforementioned Interest Collections and Principal Collections into the appropriate accounts. (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit or will cause the Borrower to deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentthe Collateral Agent in their sole discretion. (d) Prior to the delivery of a Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account Controlled Accounts in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be investedinvested in the Standby Investment. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA any Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the The Borrower shall deposit in the Collection Account or the URCA Account Unfunded Exposure Account, as the case may be (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection any Controlled Account or the URCA Account, other than with respect to fraud or fraud, their own gross negligence or willful misconduct as determined in a final decision by a court on the part of competent jurisdictionthe Collateral Agent or Account Bank. The parties hereto acknowledge that the Collateral Agent or Agent, the Account Bank Administrative Agent, a Lender or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA any Controlled Account, except to the extent explicitly set forth in Section 2.04 and 2.04, Section 2.222.17(c) or Section 2.18.

Collections and Allocations. (a) The Servicer shall promptly identify any collections received as being on account of Interest Collections, Principal Collections or other Available Collections and shall transfer, or cause to be transferred, all Available Collections received directly by it to the Collection Account by the close of business two on the second Business Days Day after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account Account, as well as the amount on deposit in the Unfunded Exposure Account, on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentin its sole discretion. (d) Prior to a Notice of Exclusive ControlControl (as defined in the Control Agreement), the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions)) or, if the Servicer fails to do so, the Administrative Agent may, direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account Controlled Accounts in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, maturity unless the Servicer determines in its good faith commercial judgment that there is a substantial risk of material deterioration of such Permitted Investment, in its commercially reasonable discretion. A Permitted Investment acquired with funds deposited in the Principal Collection Account or the Unfunded Exposure Account shall mature not later than the next Business Day succeeding the day of investment, and shall not be sold or disposed of prior to its maturity unless the Servicer determines there is a substantial risk of material deterioration of such Permitted Investment, in its commercially reasonable discretion. All such Permitted Investments shall be registered in held by the name Bank subject to the Lien of the Account Bank or its nominee Collateral Agent for the benefit of the Administrative Agent or Collateral AgentSecured Parties, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated as of the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account the Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA any Controlled Account shall be distributed in accordance with the provisions of Article II hereofII. In The Borrower (or the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower on its behalf) shall deposit in the Collection Account or the URCA Account Unfunded Exposure Account, as the case may be (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any the Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in any Controlled Account other than, in the Collection Account or case of the URCA AccountBank, other than with respect to fraud any loss that directly results from the Bank’s failure to act as instructed by the Servicer or their own Borrower, which failure constitutes fraud, gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdictionmisconduct. The parties hereto acknowledge that the Bank, the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA any Controlled Account, except to the extent explicitly set forth in Section 2.04 and or Section 2.222.21.

Collections and Allocations. (a) The Servicer shall promptly identify any collections received as being on account of Interest Collections, Principal Collections or other Available Collections and shall transferapply, or cause shall instruct the Indenture Trustee in writing (which instruction may be included in the Monthly Servicer Report) to be transferredapply and the Indenture Trustee shall apply, all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent. (d) Prior to Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and as described in this Article VIII. Except as otherwise provided below, the URCA Servicer shall deposit Collections into the Collection Account in Permitted Investments, from as promptly as possible after the date of processing of such Collections, but in no event later than the second (2nd) Business Day following the date of processing of such Collection by the applicable Subservicer, or if such Collection was received directly by the Servicer, the Servicer. Notwithstanding anything else in this Indenture or the Sale and Servicing Agreement until to the Collection Date. Absent any contrary, for so long as: (a) no Early Amortization Event or Event of Default has occurred and is continuing; and (b) the Servicer or, so long as the Performance Support Provider is guaranteeing the obligations of the Servicer pursuant to the Performance Support Agreement, the Performance Support Provider maintains a long term rating of “A” or higher and a short term rating of “A-1” or higher from S&P (it being understood that, in order to satisfy such written instructionrating requirement the Servicer or the Performance Support Provider itself, as applicable, must maintain such funds shall rating and such rating may not be invested. A Permitted Investment acquired with funds deposited in based on the rating of any affiliate, credit support provider or other Person), the Servicer need not make the deposits of Collections into the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered as provided in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agentpreceding sentence, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall but may make a single deposit in the Collection Account or in immediately available funds not later than 11:00 a.m., New York City time, on the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, Business Day preceding each Payment Date in an amount equal to the amount of any actual loss incurredCollections received during the related Collection Period. If the Servicer fails to make the deposit required by the preceding sentence by 11:00 a.m., in respect of any such investmentNew York City time, immediately upon realization of such loss. None on the Business Day preceding the Payment Date, the Indenture Trustee shall promptly make a claim for payment of the Account Bank, applicable amounts under the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender Performance Support Agreement. The Servicer may retain funds constituting Collections in an amount equal to its accrued and unpaid Servicing Fee and shall not be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of required to deposit such funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA Account, except to the extent explicitly set forth in Section 2.04 and Section 2.22.

Collections and Allocations. (a) The Servicer shall promptly identify any collections received as being on account of Interest Collections, Principal Collections or other Available Collections and shall transfer, or cause to be transferred, all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are receivedin General. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered Until this Indenture is terminated pursuant to Section 6.08(b). (b) On the Cut11.1, AFC-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent. (d) Prior to Notice of Exclusive Control, the Servicer II shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted InvestmentsTrustee is authorized to, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account cause all Collections due and to become due to AFC-II or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein)Trustee, as the case may be, an amount equal (i) under or in connection with the Collateral (including, without limitation, amounts due from Manufacturers and related auction houses under their Manufacturer Programs but excluding amounts representing the proceeds from sales of Vehicles by AESOP Leasing, AESOP Leasing II or any Lessee to third parties other than the Manufacturers, warranty payments and insurance proceeds) to be paid directly to the Trustee or its agent for deposit into the Collection Account; (ii) with respect to amounts representing the proceeds from sales of Vehicles by AESOP Leasing, AESOP Leasing II or any Lessee to third parties other than the Manufacturers to be deposited by AESOP Leasing, AESOP Leasing II or any Lessee, as the case may be, within two Business Days of its receipt thereof into the Collection Account; (iii) under the Loan Agreements to be paid directly to the Trustee for deposit into the Collection Account; and (iv) from any other source to be paid either (a) directly into the Collection Account at such times as such amounts are due or (b) by AESOP Leasing, AESOP Leasing II or any Lessee into the Collection Account within two Business Days of its receipt thereof (and, in each case, AFC-II represents to the Secured Parties that it has instructed AESOP Leasing, AESOP Leasing II, each Lessee, the Manufacturers, and any other source of Collections, as applicable, to so remit such amounts). Upon the occurrence and during the continuance of an Amortization Event or Potential Amortization Event, insurance proceeds and warranty payments will be deposited in the Collection Account within two Business Days of their receipt by AESOP Leasing, AESOP Leasing II or any Lessee; provided, however, upon the delivery of an Officer's Certificate of AESOP Leasing or AESOP Leasing II, as the case may be, to the Trustee (upon which it may conclusively rely) certifying (i) that a Vehicle for which insurance proceeds or warranty payments, as the case may be, have been received in the Collection Account has been repaired and (ii) as to the dollar amount of such repairs, the Trustee shall release to AESOP Leasing or AESOP Leasing II, as applicable, insurance proceeds or warranty payments, as the case may be, in such dollar amount (to the extent not previously applied hereunder). AFC-II agrees that if any actual loss incurredsuch monies, instruments, cash or other proceeds shall be received by AFC-II in an account other than the Collection Account or in any other manner, such monies, instruments, cash and other proceeds will not be commingled by AFC-II with any of its other funds or property, if any, but will be held separate and apart therefrom and shall be held in trust by AFC-II for, and immediately paid over to, but in any event within two Business Days from receipt, the Trustee, with any necessary endorsement. All monies, instruments, cash and other proceeds received by the Trustee pursuant to this Indenture shall be immediately deposited in the Collection Account and shall be applied as provided in this Article 5. Notwithstanding the foregoing, provided that all amounts due and payable under the Loan Agreements as of any Payment Date have been paid in full and so long as an Amortization Event shall not have occurred and be continuing and no Potential Loan Event of Default under Section 12.1.1 of any of the Loan Agreements shall result therefrom, to the extent that (i) the aggregate amount of proceeds received in the Collection Account with respect to Vehicles during the Related Month exceeds the aggregate of the Termination Values of such Vehicles payable under the Loan Agreements on the related Distribution Date, (ii) any amounts in respect of any such investment, immediately upon realization of such loss. None payments to AESOP Leasing pursuant to Section 16.2 of the Account Bank, AESOP I Operating Lease or the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held Finance Lease remain on deposit in the Collection Account or (iii) any amounts in respect of payments to AESOP Leasing II pursuant to Section 16.2 of the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held AESOP II Operating Lease remain on deposit in the Collection Account or the URCA Account, except the Trustee shall, upon the written direction (on which it may conclusively rely) of AFC-II delivered by 12:00 noon (New York City time) on the second Business Day prior to such Distribution Date (which direction AFC-II agrees to give), release (x) in the case of clause (i) above, the portion of such excess (to the extent explicitly set forth not previously applied hereunder) allocable to Vehicles financed under the AESOP II Loan Agreement to AESOP Leasing II and the remaining portion of such excess to AESOP Leasing (in Section 2.04 each case, in accordance with such written direction of AFC-II), (y) in the case of clause (ii) above, such unreimbursed amounts to AESOP Leasing and Section 2.22(z) in the case of clause (iii) above, such unreimbursed amounts to AESOP Leasing II. The Trustee shall release such excess or amounts to AESOP Leasing or AESOP Leasing II, as the case may be, by deposit to, (i) in the case of AESOP Leasing, the AESOP I Segregated Account and, (ii) in the case of AESOP Leasing II, the AESOP II Segregated Account, in each case on such Distribution Date, or, if such written direction is received by the Trustee after 12:00 noon (New York City time) on such Distribution Date, on the next succeeding Business Day.

Collections and Allocations. (a) The Borrower or the Servicer on behalf of the Borrower shall promptly (but in no event later than two Business Days after the receipt thereof) identify any collections Collections received by it as being on account of Interest Collections, Collections or Principal Collections and deposit all such Interest Collections or other Available Collections and shall transfer, or cause to be transferred, all Available Principal Collections received directly by it to into the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the appropriate Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer on behalf of the Borrower shall further include a statement as to make such deposits or payments on the amount of Principal Collections and Interest Collections on deposit date indicated by wire transfer, in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b)immediately available funds. (b) On Until the Cut-Off Date with respect occurrence of a Termination Event, to any Loan Assetthe extent there are uninvested amounts deposited in the U.S. Dollar Collection Account, all amounts shall be invested in Permitted Investments selected by the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part on behalf of the Collateral Portfolio on such dateBorrower; from and after the occurrence of a Termination Event, to the extent there are uninvested amounts deposited in the U.S. Dollar Collection Account, all amounts may be invested in Permitted Investments selected by the Deal Agent that mature no later than the next Business Day. Any earnings (and losses) thereon shall be for the account of the Lenders. Uninvested amounts denominated in Alternative Currencies may not be invested in Permitted Investments. (c) With Notwithstanding anything to the prior written consent of contrary contained herein or in any other Transaction Document, all payments required to be made by the Administrative Agent (a copy of which will Borrower hereunder shall be provided made by the Borrower through the Servicer acting as its Paying Agent. In addition, the Borrower authorizes the Servicer to execute on the Collateral Agent)Borrower’s behalf, the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer hasall Funding Requests, prior Swingline Funding Requests, notices given pursuant to such withdrawal and consent, delivered to the Administrative Agent Section 2.4 and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory Borrower’s certification to the Administrative Agent and each Lender Agentbe delivered pursuant to Section 3.2(b)(ii). (d) Prior The Servicer shall allocate and apply Collections in each Collection Account to Notice the payment of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be amounts payable in the form Currency deposited into such Collection Account. To the extent that aggregate amounts payable or to become payable in any Currency exceed the amount of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds Collections denominated in such Currency on deposit in the Collection Account for such Currency and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any available for such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Datepayment, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines Collections denominated in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned other Currency on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein)for such Currency are available for such payment, as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor then the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA Account, except allocate such other Collections to the extent explicitly set forth in Section 2.04 payment of such amount, and Section 2.22on the Payment Date the Servicer shall cause such other Collections to be converted to the Currency of payment using the spot selling rate as of the related Determination Date and shall apply the amounts so converted to the making of such payment.

Collections and Allocations. (a) The Servicer shall promptly identify any collections received as being on account of Interest Collections, Principal Collections or other Available Collections and shall transfer, or cause to be transferred, all Available Collections received directly by it to the Collection Account by the close of business two on the second Business Days Day after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral AgentTrustee), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentin its sole discretion. (d) Prior to Notice notice of Exclusive Controlexclusive control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent Trustee to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account Controlled Accounts in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA any Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, maturity unless the Servicer determines in its good faith commercial judgment that there is a substantial risk of material deterioration of such Permitted Investment, in its commercially reasonable discretion. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral AgentTrustee, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account Unfunded Exposure Account, as the case may be (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral AgentTrustee, the Administrative Agent, any Lender Agent or any Lender the Note Purchaser shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA any Controlled Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any no rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA any Controlled Account, except to the extent explicitly set forth in Section 2.04 and or Section 2.222.21.

Collections and Allocations. (a) The Servicer Collateral Agent shall promptly identify any collections all Available Collections received in the Collection Account as being on account of Interest Collections, Collections or Principal Collections and shall segregate all Interest Collections and Principal Collections and transfer the same to the Interest Collection Subaccount and the Principal Collection Subaccount, respectively, in each case based upon information and data received from the Borrower, the Servicer, or the related bank agent, obligor, or financial information reporting or other Available Collections and third-party sources. The Servicer shall comply with its obligations specified in Section 5.03(o). If, notwithstanding such compliance, the Servicer receives any collections directly, the Servicer shall transfer, or cause to be transferred, all Available Collections any such collections received directly by it (if any) to the Collection Account by the close of business within two (2) Business Days after such Interest Collections and Principal Collections are received. Upon the transfer of Available Collections to the Collection Account, ; provided that the Servicer shall segregate Principal Collections and identify to the Collateral Agent any collections received directly by the Servicer as being on account of Interest Collections and transfer the same or Principal Collections. The Collateral Agent shall further provide to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Interest Collections and Interest Principal Collections on deposit in the Interest Collection Subaccount and the Principal Collection Account and the Interest Collection Account on Subaccount no later than three (3) Business Days after each Reporting Determination Date for inclusion in the Servicing Report delivered pursuant to Section 6.08(b). It is understood and agreed that the Servicer shall assist the Collateral Agent in the identification of the aforementioned Interest Collections and Principal Collections for deposit into the appropriate accounts. (b) On Within two (2) Business Days of the Cut-Off Date with respect to any Loan Asset, the Servicer will (i) deposit or will cause the Borrower to deposit into the Collection Account all Available Collections denominated in Dollars received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date and (ii) deposit or will cause the Borrower to deposit into the applicable Eligible Currency Account all Available Collections not denominated in Dollars received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral on such date. The Servicer may, on any date, instruct the Account Bank to convert funds on deposit in any or all Eligible Currency Accounts into Dollars using the Spot Rate. Such converted funds shall then be transferred into the Collection Account. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentthe Collateral Agent in their reasonable discretion; provided that prior to the occurrence of an Event of Default, no such consent shall be required. (d) Prior to the delivery of a Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account Controlled Accounts in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA any Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date (unless such Permitted Investment is issued by U.S. Bank National Association or one or more of its Affiliates in its capacity as a banking institution, in which case such Permitted Investment may mature on such Payment Date), and shall not be sold or disposed of prior to its maturity, maturity unless the Servicer determines in its good faith commercial judgment that there is a substantial risk of material deterioration of such Permitted Investment, in its commercially reasonable discretion. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the The Borrower shall deposit in the Collection Account or the URCA Account Unfunded Exposure Account, as the case may be (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA any Controlled Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or Agent, the Account Bank Administrative Agent, a Lender or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA any Controlled Account, except to the extent explicitly set forth in Section 2.04 2.04, Section 2.17(c) or Section 2.18. (f) Eligible Currency. (i) Subject to the Pari Passu Provisions, any and all payments made by the Borrower under the Transaction Documents shall be made in the applicable Eligible Currency, as follows: (A) repayment of Advances in an Eligible Currency other than Dollars shall be made in the corresponding Eligible Currency, and (B) payment of interest on the Advances in an Eligible Currency other than Dollars shall be made in the corresponding Eligible Currency. Each party hereto agrees that the Available Collections and all such other amounts described in Section 2.04(a), Section 2.04(b) and Section 2.222.04(c) shall be applied in accordance with the priority of payments set forth in Section 2.04(a), Section 2.04(b) and Section 2.04(c). The Lenders and the Administrative Agent hereby instruct the Collateral Agent to apply the Available Collections and all such other amounts described in Section 2.04(a), Section 2.04(b) and Section 2.04(c) in accordance with Section 2.04(a), Section 2.04(b) and Section 2.04(c); provided that such payments shall be subject to availability of such funds pursuant to Section 2.04(a), Section 2.04(b) and Section 2.04(c). (ii) The Servicer shall instruct the Collateral Agent, on the Determination Date immediately preceding each Payment Date, to convert amounts on deposit in the Collection Account into each Eligible Currency to the extent necessary to make payments pursuant to Section 2.04(a), Section 2.04(b) and Section 2.04(c), as applicable (as determined by the Servicer using the Spot Rate). (iii) Any Available Collections on deposit in the Principal Collection Subaccount denominated in an Eligible Currency may be converted by the Servicer into another Eligible Currency on any Business Day (other than a Payment Date) using the Spot Rate so long as (A) no Borrowing Base Deficiency exists after giving effect to such conversion and the Servicer shall deliver a duly completed Borrowing Base Certificate evidencing the same, and (B) the converted amounts are used solely for purposes of acquiring a Loan denominated in such other Eligible Currency pursuant to Section 2.18, making a prepayment of the Advances hereunder or paying an expense of the Borrower denominated in such Eligible Currency. The Servicer shall provide no less than one (1) Business Day’s prior written notice to the Administrative Agent and the Collateral Agent of any such conversion.

Collections and Allocations. (a) The Servicer shall promptly identify any collections received as being on account of Interest Collections, Principal Collections will apply or other Available Collections and shall transfer, or cause will instruct the Indenture Trustee to be transferred, apply all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent. (d) Prior to Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account as described in this Article VIII and in each Indenture Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Indenture or the Transfer and Servicing Agreement to the contrary, for so long as any of the following conditions are satisfied: (i) ABC remains the Servicer; (ii) no Pay Out Event has occurred; or (iii) (A) ABC maintains a long or short term rating which is satisfactory to each Rating Agency, (B) Advanta Corp. has provided the Indenture Trustee with a performance guarantee covering the risk that the Servicer will not deposit Collections in the Collection Account as required herein and the URCA Rating Agency Condition shall be satisfied with the respect to such arrangement, or (C) the Servicer delivers to the Indenture Trustee a letter of credit or other guaranty covering the risk that the Servicer will not deposit Collections in the Collection Account as required herein and the Rating Agency Condition shall be satisfied with respect to such arrangement, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in Permitted Investmentsimmediately available funds not later than 1:00 p.m., from New York City time, on the date Payment Date following the Monthly Period with respect to which such deposit relates. Subject to the first proviso in Section 8.05, but notwithstanding anything else in this Indenture or the Transfer and Servicing Agreement to the contrary, with respect to any Monthly Period, whether the Servicer is required to make deposits of this Agreement until Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Date. Absent Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Payment Date to Noteholders or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Enhancement Agreement and (ii) if at any time prior to such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds Payment Date the amount of Collections deposited in the Collection Account or exceeds the URCA amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account shall mature not later than and pay such amount to the Business Day Issuer to be distributed by the Issuer pursuant to the terms of the Transaction Documents. Subject to the immediately preceding any Payment Datesentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be sold or disposed of prior required to its maturitydeposit it in the Collection Account. To the extent that, unless in accordance with this subsection 8.04(a), the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments has retained amounts which would otherwise be required to be deposited into the Collection Account or any Series Account with respect to any Monthly Period, the Servicer shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any required to deposit such investment, as well as any interest earned on deposits amounts in the Collection Account or such Series Account on the URCA Account shall related Payment Date to the extent necessary to make required distributions on the related Payment Date, including any amounts which are required to be distributed applied as Reallocated Principal Collections. (b) Collections of Finance Charge and Administrative Receivables, Principal Receivables and Defaulted Receivables will be allocated to each Series of Notes and to the holders of Trust Beneficial Interests or Certificates in accordance with the provisions of this Article II hereof. In the event the Borrower or Servicer direct the funds VIII and each Indenture Supplement and amounts so allocated to be invested in investments which are not Permitted Investmentsany Series will not, the Borrower shall deposit except as specified in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein)related Indenture Supplement, as the case may be, an amount equal be available to the amount Noteholders of any actual loss incurred, in respect of any such investment, immediately upon realization of such lossother Series. None Allocations of the Account Bankforegoing amounts between the Holders of the Notes and the holders of Trust Beneficial Interests or Certificates, among the Collateral AgentSeries and among the Classes in any Series, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA Account, except to the extent explicitly set forth in Section 2.04 and Section 2.22the related Indenture Supplement or Indenture Supplements.

Collections and Allocations. (a) The Servicer Collateral Agent shall promptly identify any collections all Available Collections received in the Collection Account as being on account of Interest Collections, Collections or Principal Collections or other Available and shall segregate all Interest Collections and Principal Collections and transfer the same to the Interest Collection Subaccount and the Principal Collection Subaccount, respectively. The Servicer shall comply with its obligations specified in Section 5.03(o). If, notwithstanding such compliance, the Servicer receives any collections directly, the Servicer (upon obtaining knowledge thereof) shall transfer, or cause to be transferred, all Available Collections any such collections received directly by it (if any) to the Collection Account by the close of business within two (2) Business Days after obtaining knowledge of the receipt of such Interest Collections and Principal Collections are received. Upon the transfer of Available Collections to the Collection Account, ; provided that the Servicer shall segregate Principal Collections and identify to the Collateral Agent any collections received directly by the Servicer as being on account of Interest Collections and transfer the same or Principal Collections. The Collateral Agent shall further provide to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Interest Collections and Interest Principal Collections on deposit in the Interest Collection Subaccount and the Principal Collection Account and the Interest Collection Account on Subaccount no later than three (3) Business Days prior to each Reporting Determination Date for inclusion in the Servicing Report delivered pursuant to Section 6.08(b). It is understood and agreed that the Servicer shall remain liable for the proper allocation of the aforementioned Interest Collections and Principal Collections into the appropriate accounts. (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit or will cause the Borrower to deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentthe Collateral Agent in their sole discretion. (d) Prior to the delivery of a Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and Controlled Accounts (except for the URCA Account Payment Account) in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA any Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the The Borrower shall deposit in the Collection Account or the URCA Account Unfunded Exposure Account, as the case may be (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA any Controlled Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or Agent, the Account Bank Bank, the Administrative Agent, a Lender or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA any Controlled Account, except to the extent explicitly set forth in Section 2.04 and 2.04, Section 2.222.16(d)(c) or Section 2.18.

Collections and Allocations. (a) The Borrower or the Portfolio Asset Servicer on the Borrower’s behalf shall direct the Obligors and, if applicable, any agent, administrative agent, Underlying Servicer or issuer for any Portfolio Asset to remit all Collections payable to the Borrower with respect to such Portfolio Asset directly to the Collection Account. (b) The Borrower and the Portfolio Asset Servicer shall, and shall cause its Affiliates to, deposit all Collections received by it or its Affiliates with respect to the Collateral Portfolio to the Collection Account within two Business Days after receipt and shall, and shall cause its Affiliates to, hold in trust for the benefit of the Administrative Agent, for the benefit of the Secured Parties, all such Collections until so deposited. (c) Upon receipt of Collections in the Collection Account, the Portfolio Asset Servicer shall promptly identify any collections Collections received as being on account of principal, Interest Collections, Principal Collections or other Available Collections and shall transfer, or cause to be transferred, all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectivelyExcluded Amounts. The Portfolio Asset Servicer shall further include a statement as to the amount of Principal Collections and principal, Interest Collections or Excluded Amounts on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b8.08(a). The Portfolio Asset Servicer shall take commercially reasonable steps to confirm that only funds constituting Collections relating to Portfolio Assets are deposited into the Collection Account. (bd) On Notwithstanding the Cut-Off Date with respect to any Loan Asset, fact that Excluded Amounts (other than items described in clauses (iii) and (iv) of the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as definition thereof) are part of the Collateral Portfolio on such date. (c) With and constitute Portfolio Assets, prior to the prior written consent delivery of a Notice of Exclusive Control by the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent)Facility Servicer and Account Bank in accordance with the terms of the Account Control Agreement, the Facility Servicer may (on behalf of the Borrower and at the direction of the Portfolio Asset Servicer) withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Portfolio Asset Servicer has, prior to such withdrawal and consentwithdrawal, delivered identified to the Administrative Agent and each Lender Agent a report setting forth the calculation of Facility Servicer such Excluded Amounts in form and substance reasonably satisfactory deliver such Excluded Amounts to the Administrative Agent and each Lender Agent. (d) Prior to Borrower or as the Borrower may direct. After the delivery of a Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed Control in accordance with the provisions terms of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted InvestmentsAccount Control Agreement, the Borrower shall deposit in Administrative NAI-1528532842v5 Agent, upon written direction from the Majority Lenders, may withdraw from the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investmentsdeposits therein constituting Excluded Amounts. (e) Until the Collection DateExcept as set forth in clause (d) above, neither the Borrower nor the Portfolio Asset Servicer shall have any rights of direction or withdrawal, withdrawal with respect to amounts held in the Collection Account. (f) Notwithstanding anything in this Agreement to the contrary, the Borrower and the Portfolio Asset Servicer on the Borrower’s behalf shall cause the Collateral Portfolio to be serviced by Underlying Servicers such that there will be no more than ten deposits of Collections to the Collection Account between Payment Dates. Without limiting the Borrower’s and the Portfolio Asset Servicer’s obligations in the preceding sentence, if either (i) the Borrower or the URCA Account, except Portfolio Asset Servicer on the Borrower’s behalf anticipate that more than ten deposits will be made to the extent explicitly set forth Collection Account between Payment Dates or (ii) more than ten deposits are made to the Collection Account between any Payment Dates, then the Borrower shall open a deposit account (the “Excess Collections Account”) with a financial institution reasonably acceptable to the Facility Servicer. The Administrative Agent shall have a perfected first priority Lien on the Excess Collections Account pursuant to an account control agreement acceptable to the Administrative Agent and the Facility Servicer. If the Borrower has opened the Excess Collections Account as required pursuant to this Section 2.07(f), then the Borrower and the Portfolio Asset Servicer on the Borrower’s behalf shall thereafter cause deposits of Collections in Section 2.04 excess of ten between Payment Dates to be made to the Excess Collections Account and Section 2.22the account control agreement governing the Excess Collections Account shall require that all amounts on deposit therein shall be swept to the Collection Account on each Reporting Date.

Collections and Allocations. (a) The Portfolio Asset Servicer shall direct (i) any agent or administrative agent for any Portfolio Asset that is not a loan participation interest (except for such Portfolio Assets that are actively cash managed or have a separate lockbox for payments pursuant to the terms of the related Portfolio Asset documents) to remit all Collections with respect to such Portfolio Asset and, if applicable, to direct the Obligors with respect to such Portfolio Asset to remit all Collections with respect to such Portfolio Asset to the Collection Account and (ii) any Counterparty Lender to direct the Obligor (or, to the extent applicable, such Counterparty Lender or the Underlying Agent) for any Portfolio Asset that is a loan participation interest to remit all Collections with respect to such Portfolio Asset directly to the Collection Account, to remit all Collections with respect to such Portfolio Asset and Underlying Loan Obligation directly to the Collection Account. (b) Upon receipt of Collections in each applicable Collection Account, the Portfolio Asset Servicer shall promptly identify any collections Collections received as being on account of Interest Principal Collections, Principal Collections or Current Income Collections, other Available Collections and shall transfer, or cause to be transferred, all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectivelyExcluded Amounts. The Portfolio Asset Servicer shall further include a statement as to the amount of Principal Collections, Current Income Collections and Interest Collections Excluded Amounts on deposit in the Principal Collection Account and the Interest Collection Account on each Determination Date immediately preceding a Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b8.08(b). The Borrower and the Portfolio Asset Servicer shall take commercially reasonable steps to confirm that NAI-15121569431515895953v1213 -37- only funds constituting Available Collections relating to Portfolio Assets are deposited into the applicable Collection Account. (bc) On The Borrower shall, and shall cause its Affiliates to, deposit all Available Collections received by the Borrower or its Affiliates into the Collection Account, within two (2) Business Days after receipt and shall, and shall cause its Affiliates to, hold in trust for the benefit of the Administrative Agent, for the benefit of the Secured Parties, all such Available Collections until so deposited. (d) Within two (2) Business Days of the Cut-Off Date with respect to any Loan Portfolio Asset, the Portfolio Asset Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such dateAssets. (ce) With Prior to the prior written consent delivery of a Notice of Exclusive Control by the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent)Calculation Agent and Account Bank, the Portfolio Asset Servicer may (on behalf of the Borrower) withdraw from the Collection Account, any deposits thereto constituting Excluded Amounts if the Portfolio Asset Servicer has, prior to such withdrawal, identified in writing to the Administrative Agent and the Calculation Agent the calculation of such Excluded Amounts. After the delivery of a Notice of Exclusive Control in the manner described in the preceding sentence, the Administrative Agent, to the exclusion of the Portfolio Asset Servicer, may withdraw from the Collection Account any deposits thereto therein constituting Excluded Amounts if Amounts. So long as no Event of Default has occurred and is continuing or would result therefrom, upon the Servicer hasprepayment of a Loan Asset, whether partial or in full, the Borrower may apply the Principal Collections of such prepayment to prepay Advances in accordance with Section 2.04; provided that (A) there shall be no more than six (6) such prepayments of the Advances by the Borrower in any fiscal quarter unless otherwise agreed to by the Initial Lender, and (B) at least three (3) Business Days prior to the date of such withdrawal and consent, prepayment the Borrower shall have delivered a notice of prepayment to the Administrative Agent and each Lender Agent the Calculation Agent, which notice shall include a report Borrowing Base Certificate updated to the date of such prepayment, giving pro forma effect to such prepayment and setting forth the calculation of such Excluded Amounts in form amounts due and substance reasonably satisfactory payable by the Borrower pursuant to the Administrative Agent Sections 2.08(a)(i)(a) through (c) and each Lender Agent. Sections 2.08(a)(ii)(a) through (d) Prior for the Payment Date immediately following such prepayment date and certifying that the Borrower will have sufficient amounts in the Collection Accounts (including, amounts expected to Notice be received prior to such Payment Date in the good faith determination of Exclusive Controlthe Portfolio Asset Servicer) to pay such amounts in full. During or after the Reinvestment Period, the Borrower (or the Portfolio Asset Servicer shallon its behalf) may transfer Principal Collections to the Unfunded Exposure Account or use Principal Collections to fund Delayed Draws, pursuant to written instruction (which may be in the form so long as no Event of standing instructions), direct the Collateral Agent to investDefault or Market Trigger Event has occurred and is continuing, or cause would result from such transfer as demonstrated in a Borrowing Base Certificate delivered by the investment ofBorrower in connection therewith. The Portfolio Asset Servicer may, funds on deposit at the direction of the Borrower, withdraw amounts in an Eligible Currency held in the Collection Account for the purpose of exchanging such amounts to U.S. Dollars and withdraw amounts in an Eligible Currency held in the URCA Unfunded Exposure Account for the purpose of exchanging such amounts to another Eligible Currency; provided that (i) amounts received in Permitted InvestmentsU.S. Dollars or such other Eligible Currency, from the date of this Agreement until the Collection Date. Absent any as applicable, in exchange for such written instruction, such funds Eligible Currency shall not be invested. A Permitted Investment acquired with funds promptly deposited in into the Collection Account or the URCA Account Unfunded Exposure Account, as applicable and (ii) if a Market Trigger Event or Event of Default shall mature not later than have occurred and be continuing, the Business Day immediately preceding any Payment Date, and Initial Lender shall have approved such withdrawal (which approval shall not be sold unreasonably withheld, conditioned or disposed of prior to its maturity, unless the Servicer determines delayed). (f) Except as set forth in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investmentsclause (e) above, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall not have any rights of direction or withdrawal, withdrawal with respect to amounts held in the Collection Account or the URCA Account, except to the extent explicitly set forth in Section 2.04 and Section 2.22.. NAI-15121569431515895953v1213 -38-

Collections and Allocations. (a) The Servicer (or, if the authority of the Servicer has been revoked pursuant to Section 10.01 hereof, or, if a Successor Servicer has been appointed, the Successor Servicer) shall promptly identify any collections received as being on account receive from time to time funds from each Transferor in respect of Interest Collections, Principal Collections or other Available Collections Receivables and shall transfer, or cause to be transferred, all Available Collections received directly by it from each applicable Master Trust with respect to the Collection Account by Collateral Certificates pledged to the close of business two Business Days after such Collections are receivedTrust. Upon the transfer receipt of Available Collections to the Collection Accountany funds in respect of a Collateral Certificate or Receivables, unless otherwise specified herein, the Servicer shall segregate Principal Collections and Interest Collections and transfer deposit such amounts in the same Collection Account for the Asset Pool in which such Collateral Certificate or Receivables have been designated for inclusion, which amounts shall be applied by the applicable Collateral Agent, on behalf of the Indenture Trustee, for such Asset Pool pursuant to the Principal Asset Pool Supplement for such Asset Pool. Except as otherwise provided below, the Servicer shall deposit Collections with respect to Receivables into the Collection Account for the applicable Asset Pool as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing and the Interest Collection Account, respectively. The Servicer shall further include a statement as deposit Collections received with respect to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date Collateral Certificates with respect to any Loan Asset, the Servicer will deposit Monthly Period into the Collection Account all Available Collections received for the applicable Asset Pool no later than the First Note Transfer Date for the applicable Asset Pool in respect of Eligible Loan Assets being transferred to and included as part the next succeeding Monthly Period. In the event of the Collateral Portfolio on such date. (c) With the prior written consent insolvency of the Administrative Agent (a copy Servicer, then, immediately upon the occurrence of which will be provided by the Servicer to the Collateral Agent)such event and thereafter, the Servicer may withdraw from shall deposit all Collections into the Collection Account any deposits thereto constituting Excluded Amounts if for each applicable Asset Pool and in no such event shall the Servicer hasdeposit any Collections thereafter into any account established, prior held or maintained with the Servicer. For as long as Chase USA remains the Servicer hereunder and (i) no Servicer Rating Event shall have occurred and be continuing or (ii) Chase USA obtains a guarantee or letter of credit covering risk of collection with respect to such withdrawal its deposit and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts payment obligations under this Agreement (in form and substance reasonably satisfactory to each Note Rating Agency) from a guarantor having a short-term credit rating of at least “A-1” from Standard & Poor’s or “P-1” from Xxxxx’x or “F1” from Fitch (or such other rating below “A-1” or “P-1,” or to the Administrative Agent and each Lender Agent. (d) Prior to Notice of Exclusive Controlextent rated by Fitch, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), “F1,” as the case may be, which is acceptable to such Note Rating Agency), or (iii) the Note Rating Agency Condition will have been satisfied despite the Servicer’s inability to satisfy the rating requirement specified in clause (i) or (ii) above, or (iv) for five Business Days following any reduction of any such rating or failure to satisfy the conditions specified in clause (i) or (ii) above, the Servicer need not make daily deposits of Collections into the Collection Account as provided in the preceding paragraph, but may make deposits in an amount equal to the net amount of any actual loss incurredsuch deposits and payments which would have been made with respect to Notes to receive payments on the related Payment Dates had the conditions of this sentence not applied, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or in immediately available funds not later than 1:00 p.m., New York City time, on each applicable Note Transfer Date following the URCA Account, other than Monthly Period with respect to fraud or their own gross negligence or willful misconduct as determined which such deposit relates. To the extent that, in accordance with this Section 3.01, the Servicer has retained amounts which would otherwise be required to be deposited into a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Collection Account Bank or any of their respective Affiliates may receive compensation Supplemental Bank Account with respect to the Permitted Investments. (e) Until the Collection Dateany Monthly Period, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect be required to deposit such amounts held in the applicable Collection Account or such applicable Supplemental Bank Account on the URCA Account, except related Note Transfer Date to the extent explicitly set forth in Section 2.04 and Section 2.22necessary to make required distributions on the related Payment Date for such Asset Pool.

Collections and Allocations. (a) The Borrower or the Servicer on behalf of the Borrower shall promptly (but in no event later than by the close of business on the second Business Day after the receipt thereof) identify any collections Collections received by it as being on account of Interest Collections, Collections or Principal Collections and deposit all such Interest Collections or other Available Collections and shall transfer, or cause to be transferred, all Available Principal Collections received directly by it to into the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the and corresponding Interest Collection Account or Principal Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer on behalf of the Borrower shall further include a statement as to make such deposits or payments on the amount of Principal Collections and Interest Collections on deposit date indicated by wire transfer, in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b)immediately available funds. (b) On Until the Cut-Off Date with respect to any Loan Assetoccurrence of a Termination Date, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent. (d) Prior to Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds extent there are uninvested amounts deposited in the Collection Account or the URCA Account Reserve Account, all amounts shall mature not later than be invested in Permitted Investments selected by the Business Day immediately preceding any Payment Servicer on behalf of the Borrower, and from and after the occurrence of a Termination Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that extent there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits are uninvested amounts deposited in the Collection Account all amounts may be invested in Permitted Investments selected by the Agent that mature no later than the next Business Day. (c) Notwithstanding anything to the contrary contained herein or in any other Transaction Document, all payments required to be made by the URCA Account Borrower hereunder shall be distributed in accordance with the provisions of Article II hereof. In the event made by the Borrower or the Servicer direct acting on its behalf, directing the funds Trustee to be invested in investments which are not Permitted Investments, the Borrower make such payments. The Trustee shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal make such payments to the amount of Secured Parties and any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of other Persons pursuant to this Agreement based solely on the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA Account, except to the extent explicitly information set forth in Section 2.04 instructions, including the Monthly Report, furnished by the Servicer acting on behalf of the Borrower, and Section 2.22shall be entitled to conclusively rely on such information and reports, and on the calculations contained therein when making such payments.

Collections and Allocations. (a) The Servicer Manager shall promptly identify any collections all Available Collections received in the Collection Account as being on account of Interest Collections, Collections or Principal Collections or other Available and shall direct the Account Bank to segregate all Interest Collections and Principal Collections and transfer the same to the Interest Collection Account and the Principal Collection Account, respectively. The Manager shall comply with its obligations specified in Section 5.03(o). If, notwithstanding such compliance, the Manager receives any collections directly, the Manager shall transfer, or cause to be transferred, all Available Collections any such collections received directly by it (if any) to the Collection Account by the close of business within two (2) Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer Principal Collections are received and identified by the same Manager; provided that the Manager shall identify to the Collateral Agent any collections received directly by the Manager as being on account of Interest Collections or Principal Collection Account and the Interest Collection Account, respectivelyCollections. The Servicer Account Bank shall further include provide to the Manager a statement as to the amount of Principal Interest Collections and Interest Principal Collections on deposit in the Principal Interest Collection Account and the Interest Principal Collection Account on no later than three (3) Business Days after each Reporting Determination Date for inclusion in the Servicing Management Report delivered pursuant to Section 6.08(b). It is understood and agreed that the Manager shall remain liable for the proper allocation of the aforementioned Interest Collections and Principal Collections into the appropriate accounts. (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer Manager will deposit or will cause the Borrower to deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer Manager may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer Manager has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentthe Collateral Agent in their sole discretion. (d) Prior to the delivery of a Notice of Exclusive Control, the Servicer Manager shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent Account Bank to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account Controlled Accounts in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA any Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the The Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection any Controlled Account or the URCA Account, other than with respect to fraud or fraud, their own gross negligence or willful misconduct as determined in a final decision by a court on the part of competent jurisdictionthe Collateral Agent. The parties hereto acknowledge that the Collateral Agent or Agent, the Account Bank Administrative Agent, a Lender or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer Manager shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA any Controlled Account, except to the extent explicitly set forth in Section 2.04 and 2.04, Section 2.222.14, Section 2.17(c), Section 2.18 or Section 5.02(m).

Collections and Allocations. (a) The Servicer shall promptly identify any collections received as being on account of Interest Collections, Principal Collections will apply or other Available Collections and shall transfer, or cause will instruct the Indenture Trustee to be transferred, apply all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent. (d) Prior to Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account as described in this Article VIII and in each Indenture Supplement. Except as otherwise provided below, the URCA Servicer shall deposit Collections received with respect to a particular Pool into the Collection Account for such Pool as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Indenture or the Transfer and Servicing Agreement to the contrary, for so long as any of the following conditions are satisfied: (i) Household Finance Corporation remains the Servicer and maintains a commercial paper rating of not less than A-1 by Standard & Poor's and P-1 by Moody's, (ii) Household Finance Corporation remains the Servicer, no Amortization Event, Reinvestment Event or Event of Default shall have occurred, Household International maintains a commercial paper rating of not less than A-1 by Standard & Poor's and P-1 by Moody's, Household Finance Corporation remains a wholly-owned subsidiary of Household International (directly or indirectly) and, in the event that there is any material change in the financing relationship between Household Finance Corporation and Household International, (A) Household Finance Corporation shall have notified each Rating Agency and (B) the Rating Agency Condition shall be satisfied with respect to such material change, or (iii) any other arrangements are made such that the Rating Agency Condition is satisfied with respect thereto, and for five Business Days following any reduction of any such rating or change in ownership, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in Permitted Investmentsimmediately available funds not later than 1:00 P.M., from New York City time, on the date Distribution Date following the Due Period with respect to which such deposit relates. Subject to the first proviso in Section 8.05, but notwithstanding anything else in this ------------ Indenture or the Transfer and Servicing Agreement to the contrary, with respect to any Due Period, whether the Servicer is required to make deposits of this Agreement until Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Date. Absent Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Noteholders or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Enhancement Agreement and (ii) if at any time prior to such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge and Administrative Receivables, Principal Receivables and Defaulted Receivables will be allocated to each Series of Notes and to the Owner Trustee for distribution to the holders of the Transferor Certificates (pursuant to the Trust Agreement) in accordance with this Article VIII and each Indenture Supplement and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to the Noteholders of any other Series. Allocations of the foregoing amounts between the Noteholders' Collateral and the Transferor's Interest, among the Series and among the Classes in any Series, shall be set forth in the related Indenture Supplement or Indenture Supplements. On each Determination Date, after the URCA Account shall mature not later than amounts of all allocations have been determined (i) with respect to all outstanding Series and (ii) as provided for in any applicable Indenture Supplement, the Servicer may, with the consent of each Transferor, allocate any excess Collections which would otherwise be payable to the Transferor at its discretion to one or more of the outstanding Series subject to the following conditions: (i) on or before the fifth Business Day immediately preceding any Payment Datesuch allocation, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights given the Trustee and each Rating Agency notice of direction or withdrawal, such allocation; (ii) the Rating Agency Condition shall have been satisfied with respect to amounts held in such allocation; and (iii) the Collection Account or the URCA Account, except Servicer shall have delivered to the extent explicitly set forth in Section 2.04 and Section 2.22Trustee an Officer's Certificate, dated the date of such allocation, to the effect that the Servicer reasonably believes that such allocation will not have an Adverse Effect.

Collections and Allocations. (a) The Servicer Collateral Agent shall promptly identify any collections all Available Collections received in the Collection Account as being on account of Interest Collections, Collections or Principal Collections or other Available (as designated by the Portfolio Manager) and shall segregate all Interest Collections and Principal Collections and transfer the same to the Interest Collection Subaccount and the Principal Collection Subaccount, respectively. If the Portfolio Manager receives any collections directly, the Borrower shall cause the Portfolio Manager to transfer, or cause to be transferred, all Available Collections any such collections received directly by it (if any) to the Collection Account by the close of business within two (2) Business Days after such Collections are received. Upon ; provided that the transfer of Available Collections Portfolio Manager shall identify to the Collection Account, Collateral Agent any collections received directly by the Servicer shall segregate Principal Collections and Portfolio Manager as being on account of Interest Collections and transfer the same or Principal Collections. The Collateral Agent shall further provide to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include Portfolio Manager a statement as to the amount of Principal Interest Collections and Interest Principal Collections on deposit in the Interest Collection Subaccount and the Principal Collection Account and Subaccount as of the Interest Collection Account close of business on the preceding Business Day no later than the close of business on each Reporting Date in Business Day on which Collections are received. It is understood and agreed that the Servicing Report delivered pursuant to Section 6.08(b)Portfolio Manager shall remain liable for the proper allocation of the aforementioned Collections into the appropriate accounts. (b) On the Cut-Off Date with respect to date on which any Eligible Loan AssetAsset is acquired by the Borrower, the Servicer Portfolio Manager will deposit or will cause the Borrower to deposit into the Collection Account all Available Collections received (if any) in respect of such Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio Asset on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer Portfolio Manager to the Collateral Agent), the Servicer Borrower may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer Borrower (or the Portfolio Manager on behalf of the Borrower) has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentthe Collateral Agent in their sole discretion. (d) Prior to the delivery of a Notice of Exclusive Control, the Servicer Portfolio Manager shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account Controlled Accounts in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be investedinvested in the Standby Investment. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA any Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the The Borrower shall deposit in the Collection Account or the URCA Account Unfunded Exposure Account, as the case may be (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Collateral Custodian, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA any Controlled Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or Agent, the Account Bank Administrative Agent, a Lender or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower (nor the Servicer Portfolio Manager on behalf of the Borrower) shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA any Controlled Account, except to the extent explicitly set forth in Section 2.04 and 2.04, Section 2.2217(c), Section 2.18 or Section 5.02(j).

Collections and Allocations. (a) The Servicer Collateral Agent, acting at the direction of the Servicer, shall promptly identify any collections all Available Collections received in the Collection Account as being on account of Interest Collections, Principal Collections, Excluded Collections or other Available Collections Excluded Amounts and shall transfer, or cause to be transferred, segregate all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and or Interest Collections and transfer the same to the Principal Collection Account and and/or the Interest Collection Account, respectivelyas applicable, and shall forward, subject to and in accordance with Section 2.20(c) hereunder, all Excluded Collections and Excluded Amounts to the Servicer. The Servicer shall comply with its obligations specified in Section 5.03(q). If, notwithstanding such compliance, the Servicer receives any collections directly, the Servicer shall transfer, or cause to be transferred, any such collections (other than Excluded Amounts) received directly by it (if any) to the Collection Account by the close of business within two Business Days after such collections are received; provided, that the Servicer shall identify to the Collateral Agent any collections (other than Excluded Amounts) received directly by the Servicer as being on account of Interest Collections or Principal Collections. The Collateral Agent shall further include provide to the Servicer a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on no later than three Business Days after each Reporting Determination Date for inclusion in the Servicing Report delivered pursuant to Section 6.08(b). It is understood and agreed that the Servicer shall remain liable for the proper allocation of the aforementioned collections into the appropriate accounts. (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit or will cause the Borrower to deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may direct the Collateral Agent to withdraw from the Collection Account any deposits thereto constituting Excluded Amounts or Excluded Collections if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent ( with a copy to the Collateral Agent) a report setting forth the calculation of such Excluded Amounts and/or Excluded Collections, as applicable, in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentin its sole discretion. (d) Prior to the delivery of a Notice of Exclusive ControlControl (as defined in the Collection Account Agreement), the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or the Collateral Agent, and shall otherwise comply with the assumptions of the legal opinions of Moxxx & Vax Xxxxx XLLC and Suxxxxxxxx Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each Brxxxxx XLP dated the Original Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted InvestmentsII. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA Account, except to the extent explicitly set forth in Section 2.04 and Section 2.22.

Collections and Allocations. (a) The Borrower or the Portfolio Asset Servicer on the Borrower’s behalf shall direct the Obligors and, if applicable, any agent, administrative agent, Underlying Servicer or issuer for any Portfolio Asset to remit all Collections payable to the Borrower with respect to such Portfolio Asset directly to the Collection Account. (b) The Borrower and the Portfolio Asset Servicer shall, and shall cause its Affiliates to, deposit all Collections received by it or its Affiliates with respect to the Collateral Portfolio to the Collection Account within two Business Days after receipt and shall, and shall cause its Affiliates to, hold in trust for the benefit of the Administrative Agent, for the benefit of the Secured Parties, all such Collections until so deposited. (c) Upon receipt of Collections in the Collection Account, the Portfolio Asset Servicer shall promptly identify any collections Collections received as being on account of principal, Interest Collections, Principal Collections or other Available Collections and shall transfer, or cause to be transferred, all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectivelyExcluded Amounts. The Portfolio Asset Servicer shall further include a statement as to the amount of Principal Collections and principal, Interest Collections or Excluded Amounts on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b8.08(a). The Portfolio Asset Servicer shall take commercially reasonable steps to confirm that only funds constituting Collections relating to Portfolio Assets are deposited into the Collection Account. (bd) On Notwithstanding the Cut-Off Date with respect to any Loan Asset, fact that Excluded Amounts (other than items described in clauses (iii) and (iv) of the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as definition thereof) are part of the Collateral Portfolio on such date. (c) With and constitute Portfolio Assets, prior to the prior written consent delivery of a Notice of Exclusive Control by the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent)Facility Servicer and Account Bank in accordance with the terms of the Account Control Agreement, the Facility Servicer may (on behalf of the Borrower and at the direction of the Portfolio Asset Servicer) withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Portfolio Asset Servicer has, prior to such withdrawal and consentwithdrawal, delivered identified to the Administrative Agent and each Lender Agent a report setting forth the calculation of Facility Servicer such Excluded Amounts in form and substance reasonably satisfactory deliver such Excluded Amounts to the Administrative Agent and each Lender Agent. (d) Prior to Borrower or as the Borrower may direct. After the delivery of a Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed Control in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None terms of the Account Bank, the Collateral AgentControl Agreement, the Administrative Agent, any Lender Agent or any Lender shall be liable for upon written direction from the amount of any loss incurredMajority Lenders, in respect of any investment, or lack of investment, of funds held in may withdraw from the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investmentsdeposits therein constituting Excluded Amounts. (e) Until the Collection DateExcept as set forth in clause (d) above, neither the Borrower nor the Portfolio Asset Servicer shall have any rights of direction or withdrawal, withdrawal with respect to amounts held in the Collection Account or the URCA Account, except to the extent explicitly set forth in Section 2.04 and Section 2.22.

Collections and Allocations. (a) The Servicer shall promptly identify any collections received as being on account of Interest apply, or ---------------------------- shall instruct the Trustee to apply, all Collections, Principal Collections or and other Available Collections and shall transfer, or cause to be transferred, all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent. (d) Prior to Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or that are allocated to the URCA AccountSeries 1998-2 Certificates as described in this Article IV. Provided that daily deposits of Collections into the Collection Account are required pursuant to Section 4.1(f) of the Agreement, other the applicable Investor Percentage of Finance Charge Collections shall be deposited into the Collection Account on a daily basis. During the Revolving Period, so long as the Available Enhancement Amount is not less than the Required Enhancement Amount, Collections of Principal Receivables allocable to Series 1998-2 with respect to fraud or their own gross negligence or willful misconduct as determined each Monthly Period need not be deposited into the Collection Account on a daily basis during such Monthly Period; provided, however, that in a final decision by a court of competent jurisdiction. The parties hereto acknowledge the event that the Collateral Agent or Minimum Transferor Amount exceeds the Transferor Amount on any date, such Collections of Principal Receivables shall be deposited into the Excess Funding Account Bank or until the Transferor Amount equals the Minimum Transferor Amount; and provided, further, that on any date on which the sum of their respective Affiliates may receive compensation the Aggregate Principal Receivables and the Excess Funding Amount is less than the Aggregate Adjusted Investor Amount, such Collections of Principal Receivables shall be deposited into the Collection Account on a daily basis. During the Accumulation Period, after an amount of Collections of Principal Receivables allocable to Series 1998-2 equal to the Controlled Deposit Amount with respect to the Permitted Investments. (e) Until each Monthly Period has been deposited into the Collection DateAccount, neither and so long as the Borrower nor Available Enhancement Amount is not less than the Servicer shall have any rights Required Enhancement Amount, Collections of direction or withdrawal, Principal Receivables allocable to Series 1998-2 with respect to amounts held in each Monthly Period need not be deposited into the Collection Account or on a daily basis during such Monthly Period; provided, however, that in the URCA Accountevent that the Minimum Transferor Amount exceeds the Transferor Amount on any date, except to such Collections of Principal Receivables shall be deposited into the extent explicitly set forth in Excess Funding Account until the Transferor Amount equals the Minimum Transferor Amount; and, provided, further, that on any date on which the sum of the Aggregate Principal Receivables and the Excess Funding Amount is less than the Aggregate Investor Amount, such Collections of Principal Receivables shall be deposited into the Collection Account on a daily basis. Notwithstanding the foregoing, the Servicer need not make daily deposits of Collections into the Collection Account at any time when the requirements of Section 2.04 and Section 2.224.1(f) of the Agreement are satisfied.

Collections and Allocations. (a) The Borrower or the Servicer on behalf of the Borrower shall promptly (but in no event later than the Business Day after the receipt thereof) identify any collections Collections received by it as being on account of Interest Collections, Collections or Principal Collections and remit all such Interest Collections or other Available Collections and shall transfer, or cause to be transferred, all Available Principal Collections received directly by it to the Collateral Custodian for deposit into the Collection Account Account. The Servicer on behalf of the Borrower shall make such deposits or payments on the date indicated by wire transfer, in immediately available funds. (b) Until the close occurrence of business two Business Days after such Collections a Termination Event, to the extent there are received. Upon the transfer of Available Collections to uninvested amounts deposited in the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent. (d) Prior to Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent Custodian to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account invest all such amounts in Permitted Investments, from Investments selected by the date initial Servicer on behalf of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall Borrower that mature not no later than the Business Day immediately preceding any the next Payment Date; from and after the occurrence of a Termination Event, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that extent there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered are uninvested amounts deposited in the name of the Account Bank or its nominee for the benefit of Collection Account, the Administrative Agent or may direct the Collateral Agent, Custodian to invest all such amounts in Permitted Investments selected by the Administrative Agent that mature no later than the next Business Day. Any earnings (and otherwise comply with assumptions losses) thereon shall be for the account of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated Borrower. Neither the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not Administrative Agent nor the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender Custodian shall be liable for the amount of any loss incurred, incurred in respect of any investment, or lack of investment, investment of funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (ec) Until The Borrower or the Servicer on behalf of the Borrower shall direct that any amounts payable to the Borrower under any Hedge Agreement be paid directly to the Collateral Custodian for deposit into the Collection Date, neither Account. In the event the Borrower nor or the Servicer on behalf of the Borrower receives any such payments, it shall have any rights of direction or withdrawal, with respect hold such payments in trust and shall remit such payments to amounts held in the Collateral Custodian for deposit into the Collection Account or the URCA Account, except to the extent explicitly set forth promptly (but in Section 2.04 and Section 2.22no event later than one Business Day after receipt).

Collections and Allocations. (a) The Servicer shall promptly identify any collections to the Collateral Agent all Available Collections received in the Collection Account as being on account of Interest Collections, Principal Collections or other Available Principal Collections and shall transfer, or cause to be transferred, segregate all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall transfer, or cause to be transferred, any collections received directly by it (if any) to the Collection Account by the close of business within two Business Days after such Principal Collections and Interest Collections are received; provided that the Servicer shall identify to the Collateral Agent any collections received directly by the Servicer as being on account of Interest Collections or Principal Collections. The Collateral Agent shall further include provide to the Servicer a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on no later than three Business Days after each Reporting Determination Date for inclusion in the Servicing Report delivered pursuant to Section 6.08(b). It is understood and agreed that the Servicer shall remain liable for the proper allocation of the aforementioned Principal Collections and Interest Collections into the appropriate accounts. (b) On and after the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit or will cause the Borrower to deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may direct the Collateral Agent to withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent) a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentin its sole discretion. (d) Prior to the delivery of a Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, maturity unless (i) the Servicer determines (in its good faith commercial judgment that commercially reasonable discretion) there is a substantial risk of material deterioration of such Permitted InvestmentInvestment and (ii) the Administrative Agent consents, in its sole discretion, to such sale or disposition. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or the Collateral Agent, and shall otherwise comply with the assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the The Borrower shall and the Servicer, in its capacity as the sole owner of the Borrower, may deposit in the Collection Account or the URCA Account Unfunded Exposure Account, as the case may be (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdictionmisconduct. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective its Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, withdrawal with respect to amounts held in the Collection Account or the URCA Account, except to the extent explicitly set forth in Section 2.04 and Section 2.22Sections 2.04, 2.19(d) or 2.20.

Collections and Allocations. (a) The Servicer Available Collections in Dollars shall be initially received into the USD Pass-Through Collection Subaccount and upon identification as Interest Collections or Principal Collections, the Collateral Agent shall promptly identify withdraw such amounts from the USD Pass-Through Collection Subaccount and deposit such amounts into the USD Interest Collection Subaccount or the USD Principal Collection Subaccount, as applicable. Available Collections in any Eligible Currency other than Dollars shall be received into the applicable Interest Collection Account or the Principal Collection Account. If, notwithstanding such compliance, the Servicer receives any collections received as being on account of Interest Collectionsdirectly, Principal Collections or other Available Collections and the Servicer shall transfer, or cause to be transferred, all Available Collections any such collections received directly by it (if any) to the Collection Account by the close of business within two (2) Business Days after such Interest Collections and Principal Collections are received. Upon the transfer of Available Collections to the Collection Account, ; provided that the Servicer shall segregate Principal Collections and identify to the Collateral Agent any collections received directly by the Servicer as being on account of Interest Collections and transfer the same or Principal Collections. The Collateral Administrator shall further provide to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Interest Collections and Interest Principal Collections on deposit in the Interest Collection Subaccount and the Principal Collection Account and the Interest Collection Account on Subaccount no later than three (3) Business Days after each Reporting Determination Date for inclusion in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit or will cause the Borrower to deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the The Servicer may direct the Account Bank to withdraw from the applicable Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consentwithdrawal, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentthe Collateral Agent in their respective sole discretion. (d) Prior to the delivery of a Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Controlled Accounts (other than the Non-USD Controlled Accounts or the USD Pass-Through Collection Account and the URCA Account Subaccount) in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA any Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the The Borrower shall deposit in the USD Principal Collection Account Subaccount, the USD Interest Collection Subaccount or the URCA Account USD Unfunded Exposure Account, as the case may be (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection any Controlled Account or the URCA Account, other than with respect to fraud or fraud, their own gross negligence or willful misconduct as determined in a final decision by a court on the part of competent jurisdictionthe Collateral Agent or the Account Bank. The parties hereto acknowledge that the Collateral Agent or Agent, the Account Bank Administrative Agent, a Lender or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. Whenever the Collateral Agent is instructed to invest funds in any of the Accounts, including by the identification of the Standby Investment herein, the Collateral Agent shall so invest such funds as soon as reasonably practicable after receipt of such instructions. For the avoidance of doubt, any amounts in the USD Pass-Through Collection Subaccount or the Non-USD Controlled Accounts shall be held uninvested. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA any Controlled Account, except to the extent explicitly set forth in Section 2.04 and 2.04, Section 2.222.17(c) or Section 2.18.

Collections and Allocations. (a) The Servicer (or, if the authority of the Servicer has been revoked pursuant to Section 10.01 hereof, or, if a Successor Servicer has been appointed, the Successor Servicer) shall promptly identify any collections received as being on account receive from time to time funds from each Transferor in respect of Interest Collections, Principal Collections or other Available Collections Receivables and shall transfer, or cause to be transferred, all Available Collections received directly by it from each applicable Master Trust with respect to the Collection Account by Collateral Certificates pledged to the close of business two Business Days after such Collections are receivedTrust. Upon the transfer receipt of Available Collections to the Collection Accountany funds in respect of a Collateral Certificate or Receivables, unless otherwise specified herein, the Servicer shall segregate Principal Collections and Interest Collections and transfer deposit such amounts in the same Collection Account for the Asset Pool in which such Collateral Certificate or Receivables have been designated for inclusion, which amounts shall be applied by the applicable Collateral Agent, on behalf of the Indenture Trustee, for such Asset Pool pursuant to the Principal Asset Pool Supplement for such Asset Pool. Except as otherwise provided below, the Servicer shall deposit Collections with respect to Receivables into the Collection Account for the applicable Asset Pool as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing and the Interest Collection Account, respectively. The Servicer shall further include a statement as deposit Collections received with respect to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date Collateral Certificates with respect to any Loan Asset, the Servicer will deposit Monthly Period into the Collection Account all Available Collections received for the applicable Asset Pool no later than the First Note Transfer Date for the applicable Asset Pool in respect of Eligible Loan Assets being transferred to and included as part the next succeeding Monthly Period. In the event of the Collateral Portfolio on such date. (c) With the prior written consent insolvency of the Administrative Agent (a copy Servicer, then, immediately upon the occurrence of which will be provided by the Servicer to the Collateral Agent)such event and thereafter, the Servicer may withdraw from shall deposit all Collections into the Collection Account any deposits thereto constituting Excluded Amounts if for each applicable Asset Pool and in no such event shall the Servicer hasdeposit any Collections thereafter into any account established, prior held or maintained with the Servicer. For as long as Chase USA remains the Servicer hereunder and (i) no Servicer Rating Event shall have occurred and be continuing or (ii) Chase USA obtains a guarantee or letter of credit covering risk of collection with respect to such withdrawal its deposit and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts payment obligations under this Agreement (in form and substance reasonably satisfactory to each Note Rating Agency) from a guarantor having a short-term credit rating of at least "A-1" from Standard & Poor's or "P-1" from Xxxxx'x or "F1" from Fitch (or such other rating below "A-1" or "P-1," or to the Administrative Agent and each Lender Agent. (d) Prior to Notice of Exclusive Controlextent rated by Fitch, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), "F1," as the case may be, which is acceptable to such Note Rating Agency), or (iii) the Note Rating Agency Condition will have been satisfied despite the Servicer's inability to satisfy the rating requirement specified in clause (i) or (ii) above, or (iv) for five Business Days following any reduction of any such rating or failure to satisfy the conditions specified in clause (i) or (ii) above, the Servicer need not make daily deposits of Collections into the Collection Account as provided in the preceding paragraph, but may make deposits in an amount equal to the net amount of any actual loss incurredsuch deposits and payments which would have been made with respect to Notes to receive payments on the related Payment Dates had the conditions of this sentence not applied, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or in immediately available funds not later than 1:00 p.m., New York City time, on each applicable Note Transfer Date following the URCA Account, other than Monthly Period with respect to fraud or their own gross negligence or willful misconduct as determined which such deposit relates. To the extent that, in accordance with this Section 3.01, the Servicer has retained amounts which would otherwise be required to be deposited into a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Collection Account Bank or any of their respective Affiliates may receive compensation Supplemental Bank Account with respect to the Permitted Investments. (e) Until the Collection Dateany Monthly Period, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect be required to deposit such amounts held in the applicable Collection Account or such applicable Supplemental Bank Account on the URCA Account, except related Note Transfer Date to the extent explicitly set forth in Section 2.04 and Section 2.22necessary to make required distributions on the related Payment Date for such Asset Pool.

Collections and Allocations. (a) The Servicer shall promptly identify any collections all Available Collections received in the Pass-Through Collection Account as being on account of Interest Collections, Principal Collections or other Available Principal Collections and shall transfer, or cause direct the Account Bank to be transferred, all Available Collections received directly by it to the Collection Account by the close of business two Business Days after withdraw such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections from the Pass-Through Collection Account and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall transfer, or cause to be transferred, any collections received directly by it (if any) to the Pass-Through Collection Account by the close of business within two Business Days after such collections are received and identified; provided that the Servicer shall identify to the Collateral Agent and the Account Bank any collections received directly by the Servicer as being on account of Interest Collections or Principal Collections. The Servicer shall further include provide to the Administrative Agent, the Collateral Agent and the Account Bank (with a copy to the Collateral Administrator) a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on no later than three Business Days after each Reporting Determination Date for inclusion in the Servicing Report delivered pursuant to Section 6.08(b). It is understood and agreed that the Servicer shall remain liable for the proper allocation of the aforementioned Available Collections into the appropriate accounts. (b) On From and including the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may direct the Account Bank to withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender the Collateral Agent, which the Collateral Agent shall confirm to the Account Bank. (d) Prior to the delivery of a Notice of Exclusive Control, the Servicer shallmay, pursuant to written instruction (which may be in the form of standing instructions), direct and if the Servicer fails to do so, the Collateral Agent may, direct the Account Bank to invest, or cause the investment of, funds on deposit in the Collection Controlled Accounts (excluding for this purpose, the Custodial Account and the URCA Account Pass-Through Collection Account) in Permitted Investments, from the date of this Agreement Closing Date until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA any Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity. A Permitted Investment acquired with funds deposited in the Unfunded Exposure Account shall mature not later than the next Business Day succeeding the day of investment, unless the Servicer determines in and shall not be sold or disposed of prior to its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investmentstated maturity date. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the The Borrower shall deposit in the Collection Account or the URCA Account Unfunded Exposure Account, as the case may be (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Custodian, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA any Controlled Account, other than with respect to their fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdictionmisconduct. The parties hereto acknowledge that the Account Bank, Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer . The Account Bank shall have no responsibility or liability for any rights loss which may result from any investment or sale of direction investment made pursuant to this Agreement or withdrawalunder any other Transaction Document. The Account Bank is hereby authorized, in making or disposing of any investment permitted by this Agreement or under any other Transaction Document, to deal with respect to amounts held 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 the Collection Account Bank or for any third person or dealing as principal for its own account. The Parties acknowledge that the URCA AccountAccount Bank is not providing investment supervision, except to the extent explicitly set forth in Section 2.04 and Section 2.22recommendations, or advice.

Collections and Allocations. (a) The Servicer Collateral Agent shall promptly identify any collections all Available Collections received in the Collection Account as being on account of Interest Collections, Collections or Principal Collections or other Available and shall segregate all Interest Collections and Principal Collections and transfer the same to the Interest Collection Subaccount and the Principal Collection Subaccount, respectively. The Servicer shall comply with its obligations specified in Section 5.03(o). If, notwithstanding such compliance, the Servicer receives any collections directly, the Servicer shall transfer, or cause to be transferred, all Available Collections any such collections received directly by it (if any) to the Collection Account by the close of business within two (2) Business Days after such Interest Collections and Principal Collections are received. Upon the transfer of Available Collections to the Collection Account, ; provided that the Servicer shall segregate Principal Collections and identify to the Collateral Agent any collections received directly by the Servicer as being on account of Interest Collections and transfer the same or Principal Collections. The Collateral Agent shall further provide to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Interest Collections and Interest Principal Collections on deposit in the Interest Collection Subaccount and the Principal Collection Account and the Interest Collection Account on Subaccount no later than three (3) Business Days after each Reporting Determination Date for inclusion in the Servicing Report delivered pursuant to Section 6.08(b). It is understood and agreed that the Servicer shall remain liable for the proper allocation of the aforementioned Interest Collections and Principal Collections into the appropriate accounts. (b) On Within two (2) Business Days of the Cut-Off Date (or, in the case of a Loan Asset acquired from the SPV Transferor, the Transferor or an Affiliate thereof, the Purchase Date) with respect to any Loan Asset, the Servicer will deposit or will cause the Borrower to deposit into the Collection Account all Available Collections received on and after the Cut-Off Date (or, in the case of a Loan Asset acquired from the SPV Transferor, the Transferor or an Affiliate thereof, the Purchase Date) in respect of such Eligible Loan Assets Asset being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender the Collateral Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentin its reasonable discretion. (d) Prior to the delivery of a Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account Controlled Accounts in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be investedinvested in the Standby Investment. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA any Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender USActive 55125247.5 82 Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA any Controlled Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or Agent, the Account Bank Administrative Agent, a Lender or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA any Controlled Account, except to the extent explicitly set forth in Section 2.04 and 2.04, Section 2.222.17(c) or Section 2.18.

Collections and Allocations. (a) The Servicer shall promptly identify any collections all Available Collections received in the Collection Account as being on account of Interest Collections, Principal Collections or other Available Principal Collections and shall transfer, or cause to be transferred, segregate all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall transfer, or cause to be transferred, any collections received directly by it (if any) to the Collection Account by the close of business within two Business Days after such collections are received and identified as collections; provided that the Servicer shall identify to the Collateral Agent any collections received directly by the Servicer as being on account of Interest Collections or Principal Collections. The Servicer shall further include provide to the Administrative Agent, the Collateral Agent and the Account Bank a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on no later than three Business Days after each Reporting Determination Date for inclusion in the Servicing Report delivered pursuant to Section 6.08(b). It is understood and agreed that the Servicer shall remain liable for the proper allocation of the aforementioned collections into the appropriate accounts. (b) On From and including the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender the Collateral Agent. (d) Prior to the delivery of a Notice of Exclusive Control, the Servicer shallmay, pursuant to written instruction (which may be in the form of standing instructions), direct and if the Servicer fails to do so, the Collateral Agent may, direct the Account Bank to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account Controlled Accounts in Permitted Investments, from the date of this Agreement Closing Date until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA any Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity. A Permitted Investment acquired with funds deposited in the Unfunded Exposure Account shall mature not later than the next Business Day succeeding the day of investment, unless the Servicer determines in and shall not be sold or disposed of prior to its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investmentstated maturity date. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the The Borrower shall deposit in the Collection Account or the URCA Account Unfunded Exposure Account, as the case may be (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Custodian, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA any Controlled Account, other than with respect to their fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdictionmisconduct. The parties hereto acknowledge that the Account Bank, Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA Account, except to the extent explicitly set forth in Section 2.04 and Section 2.22.

Collections and Allocations. (a) The Borrower shall (and to shall cause each Subsidiary Guarantor to) direct (i) the Obligor and any Underlying Servicer shall promptly identify for any collections received as being on account of Interest Collections, Principal Loan Asset that is not a loan participation interest to remit all Collections or other Available Collections and shall transfer, or cause with respect to be transferred, all Available Collections received such Loan Asset directly by it to the Collection Account by and (ii) any Counterparty Lender to cause the close of business two Business Days after Obligor (or, to the extent applicable, such Counterparty Lender or the Underlying Servicer) for any Loan Asset that is a loan participation interest to remit all Collections are received. Upon the transfer of Available Collections with respect to such Loan Asset directly to the Collection Account, and in each case shall provide the Facility Servicer and the Administrative Agent with evidence of such direction. (b) The Portfolio Asset Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections, Interest Collections and Interest Collections Excluded Amounts on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing and Payment Date Report delivered pursuant to Section 6.08(b8.08(c). The Borrower, each Subsidiary Guarantor and the Portfolio Asset Servicer shall take commercially reasonable steps to confirm that only funds constituting Collections relating to Loan Assets are deposited the Collection Account. (bc) On the Cut-Off Date with respect to If any Loan Asset, the Servicer will deposit Collections are not deposited directly into the Collection Account in accordance with clause (a) above, the Borrower shall, and shall cause its Affiliates and each Subsidiary Guarantor to, deposit all Available Collections received by the Borrower, its Affiliates or a Subsidiary Guarantor with respect to the Collateral Portfolio to the Collection Account within two Business Days after receipt and identification there of as Collections and shall, and shall cause its Affiliates and the Subsidiary Guarantors, as applicable, to, hold in respect trust for the benefit of Eligible Loan Assets being transferred to and included as the Administrative Agent, for the benefit of the Secured Parties, all such Collections until so deposited. (d) Notwithstanding the fact that Excluded Amounts are part of the Collateral Portfolio on such date. (c) With and constitute Portfolio Assets, the prior written consent of Borrower may request the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer Borrower has, prior to such withdrawal and consentwithdrawal, delivered identified to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to upon such request the Administrative Agent shall promptly withdraw such amounts and each Lender Agent. (d) Prior remit them to Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which Operating Account and such amounts may be in the form of standing instructions), direct the Collateral Agent distributed to invest, Holdings or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investmentsanother person entitled thereto. (e) Until the Collection Date, neither the The Borrower nor the Servicer shall not have any rights of direction or withdrawal, withdrawal with respect to amounts held in the Collection Account or the URCA Account, except any other Secured Account subject to a “blocked” Account Control Agreement. With respect to the extent explicitly Operating Account and any other Secured Account subject to a “springing” Account Control Agreement, the Administrative Agent shall only deliver a Notice of Exclusive Control after the occurrence of an Event of Default. After the delivery of such a Notice of Exclusive Control in the manner described in the preceding sentence, solely the Administrative Agent (at the direction of the Majority Lenders) may withdraw, from the Operating Account or any other Secured Account subject to a “springing” Account Control Agreement (as applicable), any cash, funds and other property held in, credited to or on deposit in each such account; provided that after a Notice of Exclusive Control has been delivered with respect to the Operating Account and so long as such Notice of Exclusive Control is effective, the Administrative Agent agrees to direct the Account Bank to withdraw and disperse amounts on deposit therein in order to fund any Delayed Draws on Delayed Draw Loan Assets and to pay Unsettled Amounts as and when due, at the direction of the Borrower. (f) None of the Loan Parties shall have any deposit account or securities account unless such account is listed on Schedule VII (as the Loan Parties may update from time-to-time) and is subject to an Account Control Agreement pursuant to the terms hereof; provided that the Operating Account shall be established in accordance with Section 8.04(c) and shall be required to be subject to an Account Control Agreement as set forth in Section 2.04 and Section 2.228.04(c).

Collections and Allocations. (a) The Servicer shall promptly identify any collections received as being on account of Interest Collectionsapply, Principal Collections or other Available shall instruct the Trustee to apply, all Collections and shall transfer, or cause to be transferred, all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent. (d) Prior to Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, other funds on deposit in the Collection Account that are allocated to the Series 1996-A Certificates as described in this Article IV. Provided that daily deposits of Collections are not otherwise required pursuant to Section 4.1(h) of the Agreement, during the Revolving Period and the URCA Account in Permitted InvestmentsRapid Amortization Period, from the date Collections of this Agreement until the Collection Date. Absent any such written instruction, such funds shall Finance Charge Receivables allocable to Series 1996-A with respect to each Due Period need not be invested. A Permitted Investment acquired with funds deposited in into the Collection Account or on a daily basis. During the URCA Account shall mature not later than the Business Day immediately preceding any Payment DateEarly Amortization Period, and shall not be sold or disposed Collections of prior Finance Charge Receivables allocable to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments Series 1996-A with respect to each Due Period shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in deposited into the Collection Account on a daily basis. If daily deposits of Collections of Finance Charge Receivables are not required pursuant to Section 4.1(h) of the Agreement or this Section 4.2(a), the URCA Servicer shall deposit into the Collection Account on each Transfer Date the Collections of Finance Charge Receivables allocable to Series 1996-A with respect to the related Due Period. (b) Provided that daily deposits of Collections are not otherwise required pursuant to Section 4.1(h) of the Agreement, during the Revolving Period and the Rapid Amortization Period, Collections of Principal Receivables allocable to Series 1996-A with respect to each Due Period need not be deposited into the Collection Account on a daily basis during such Due Period; provided, however, that in the event that the Transferor Amount minus the Excluded Receivables Balance is less than the Minimum Transferor Amount on any date, such Collections of Principal Receivables shall be distributed in accordance with deposited daily into the provisions Excess Funding Account until the Transferor Amount minus the Excluded Receivables Balance equals the Minimum Transferor Amount; and provided, further, that on any date on which the sum of Article II hereof. In the event Aggregate Principal Receivables and the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall amount on deposit in the Excess Funding Account is less than the Aggregate Invested Amount, such Collections of Principal Receivables shall be deposited into the Collection Account on a daily basis. During the Rapid Amortization Period, if Collections of Principal Receivables allocable to Series 1996-A are not required to be deposited into the Collection Account on a daily basis pursuant to Section 4.1(h) of the Agreement or the URCA Account (with respect to investments made hereunder foregoing provisions of funds held thereinthis Section 4.2(a), as the case may be, Servicer shall deposit into the Collection Account on each Transfer Date an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None sum of the Account Bankamounts required to be paid pursuant to Sections 4.5(c)(i) and (ii) of the Agreement on the related Distribution Date. During the Early Amortization Period, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender Collections of Principal Receivables allocable to Series 1996-A with respect to each Due Period shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in deposited into the Collection Account or on a daily basis until an amount of such Collections of Principal Receivables equal to the URCA Account, other than sum of the Class A Monthly Principal and the Class B Monthly Principal with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court such Due Period has been deposited into the Collection Account. During the Early Amortization Period, after an amount of competent jurisdiction. The parties hereto acknowledge that Collections of Principal Receivables allocable to Series 1996- A equal to the Collateral Agent or sum of the Account Bank or any of their respective Affiliates may receive compensation Class A Monthly Principal and the Class B Monthly Principal with respect to the Permitted Investments. (e) Until each Due Period has been deposited into the Collection DateAccount and so long as the Class B Invested Amount is not less than the Minimum Enhancement Amount, neither the Borrower nor the Servicer shall have any rights Collections of direction or withdrawal, Principal Receivables allocable to Series 1996-A with respect to amounts held in each Due Period need not thereafter be deposited into the Collection Account or on a daily basis during such Due Period; provided, however, that in the URCA Accountevent that the Transferor Amount minus the Excluded Receivables Balance is less than the Minimum Transferor Amount on any date, except such Collections of Principal Receivables shall be deposited into the Excess Funding Account until the Transferor Amount minus the Excluded Receivables Balance equals the Minimum Transferor Amount; and provided, further, that on any date on which the sum of the Aggregate Principal Receivables and the amount on deposit in the Excess Funding Amount is less than the Aggregate Invested Amount, such Collections of Principal Receivables shall be deposited into the Collection Account on a daily basis. Any amount deposited into the Excess Funding Account pursuant to this Section 4.2(b) shall be considered Collections of Principal Receivables and shall be applied in accordance with Article IV and the extent explicitly set forth in Section 2.04 and Section 2.22terms of each Supplement.

Collections and Allocations. (a) The Servicer shall promptly identify any collections received as being on account of Interest Collections, Principal Collections or other Available Collections and shall transfer, or cause to be transferred, all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are receivedin General. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered Until this Base Indenture is terminated pursuant to Section 6.08(b). (b) On the Cut-Off Date with respect to any Loan Asset11.1, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent. (d) Prior to Notice of Exclusive Control, the Servicer CPF shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted InvestmentsTrustee is authorized to, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account cause all Collections due and to become due to CPF or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein)Trustee, as the case may be, an amount equal to be deposited in the following manner: (i) all amounts representing the proceeds from sales of Applicable CPF Trucks for any Series of Notes by CPF, the Lessee or the Administrator to third parties to be deposited by CPF, the Lessee or the Administrator within two Business Days of its receipt into the Collection Account, for further credit to the amount Group Collection Account for the relevant Group; (ii) all amounts payable to CPF pursuant to the Applicable CPF Lease for any Series of Notes shall be paid directly to the Trustee for deposit into the Collection Account, for further credit to the Group Collection Account for the relevant Group; (iii) all amounts due from any actual loss incurred, other source in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, and the Administrative Agent, Group Specific Collateral for any Lender Agent or any Lender shall be liable for the amount of any loss incurred, Group (other than insurance proceeds and warranty payments in respect of Applicable CPF Trucks for any investmentSeries of Notes) to be paid either (a) directly into the Collection Account at such times as such amounts are due or (b) by the Administrator or the Lessee into the Collection Account within two Business Days of its receipt thereof (and, or lack in each case, CPF represents to the Secured Parties and the Group Secured Parties for such Group that it has instructed the Administrator, the Lessee and any other source of investmentCollections, as applicable, to so remit such amounts), it being understood that any such amounts due in respect of funds held Group Specific Collateral for a Group shall be further credited to the Group Collection Account for such Group. All amounts on deposit in the Collection Account shall be allocated and distributed as provided herein and as supplemented by the Series Supplement for each outstanding Series of Notes. Upon the occurrence and during the continuance of an Amortization Event or the URCA Account, other than Potential Amortization Event with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court any Series of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect Notes Outstanding, insurance proceeds and warranty payments relating to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights Group Specific Collateral for such Series of direction or withdrawal, with respect to amounts held Notes will be deposited in the Collection Account and further credited to the Group Collection Account for the related Group, in each case, within two Business Days of their receipt by CPF, the Lessee or the URCA AccountAdministrator; provided, except however, upon the delivery of an Officer’s Certificate of the Administrator to the Trustee (upon which it may conclusively rely) certifying (i) that an Applicable CPF Truck for which insurance proceeds or warranty payments, as the case may be, have been received in the Collection Account has been repaired and (ii) as to the dollar amount of such repairs, the Trustee shall release to CPF insurance proceeds or warranty payments, as the case may be, in such dollar amount (to the extent explicitly set forth not previously applied hereunder). CPF agrees that if any such monies, instruments, cash or other proceeds shall be received by CPF in Section 2.04 an account other than the Collection Account or in any other manner, such monies, instruments, cash and Section 2.22other proceeds will not be commingled by CPF with any of its other funds or property, if any, but will be held separate and apart therefrom and shall be held in trust by CPF for, and immediately paid over to, but in any event within two Business Days from receipt, the Trustee, with any necessary endorsement. CPF shall ensure that all funds to be deposited in the Collection Account are paid to the Trustee by wire transfer. All monies, instruments, cash and other proceeds received by the Trustee pursuant to this Indenture shall be immediately deposited in the Collection Account and further credited to the Group Collection Account for the relevant Group, and shall, in each case, be applied as provided in this Article 5.

Collections and Allocations. (a) The Servicer shall promptly identify any collections received as being on account of Interest Collections, Principal Collections will apply or other Available Collections and shall transfer, or cause will instruct the Trustee to be transferred, apply all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent. (d) Prior to Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account no later than the second Business Day following the Date of Processing of such Collections, on each Distribution Date. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as [Servicer Name] remains the Servicer and (x) maintains a certificate of deposit rating of (b) (i) Collections of Finance Charge Receivables will be allocated to the Certificateholders' Interest of a Series in an amount equal to the product of the amount of such Collections and the URCA Account Floating Allocation Percentage of such Series, (ii) the Defaulted Amount will be allocated to the Certificateholders' Interest of a Series in Permitted Investmentsan amount equal to the product of such Defaulted Amount and the Floating Allocation Percentage of such Series, from (iii) Collections of Principal Receivables will be allocated to the date Certificateholders' Interest of this Agreement until such Series in an amount equal to the product of the amount of such Collections and the Principal Allocation Percentage of such Series and (iv) Miscellaneous Payments will be allocated to the Certificateholders' Interest of such Series in an amount equal to the product of the amount of such Miscellaneous Payments and a fraction the numerator of which is the Invested Amount and Enhancement Invested Amount, if any, of such Series and the denominator of which is the sum of the Invested Amounts and the Enhancement Invested Amount, if any, for all outstanding Series, in each case for such Monthly Period. Subject to Sections 4.03(c) and 4.04, amounts not allocated to the Certificateholders' Interest of any Series will be allocated to the Depositor's Interest. (c) On the earlier of (A) the second Business Day after the Date of Processing and (b) the day on which the Servicer actually deposits any Collections into the Collection Date. Absent Account, the Servicer will pay to the Depositor (i) the Depositor's allocable portion of Collections of Finance Charge Receivables and (ii) the Depositor's allocable portion of Collections of Principal Receivables; provided, however, that, in the case of Collections of Principal Receivables allocated to the Depositor's Interest and any such written instructionShared Principal Collections that would otherwise be paid to the Depositor pursuant to Section 4.04, such funds amounts shall not be investedpaid to the Depositor only if the Depositor's Amount (determined after giving effect to any Principal Receivables transferred to the Trust on such date) exceeds zero. A Permitted Investment acquired with funds deposited The amount held in the Collection Account or as a result of the URCA Account shall mature not later than proviso in the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments sentence ("Unallocated Principal Collections") shall be registered in paid to the name of Depositor at the Account Bank or its nominee for time the benefit of the Administrative Agent or Collateral AgentDepositor's Amount exceeds zero; provided, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxxhowever, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned Unallocated Principal Collections on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect at any time during The payments to investments be made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in Depositor pursuant to this Section 4.03(c) do not apply to deposits to the Collection Account or other amounts that do not represent Collections, including Miscellaneous Payments, payment of the URCA Accountpurchase price for Receivables pursuant to Section 2.06 or 10.01, other than with respect proceeds from the sale, disposition or liquidation of Receivables pursuant to fraud Section 9.02 or their own gross negligence 12.02 or willful misconduct as determined in payment of the purchase price for the Certificateholders' Interest of a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect specific Series pursuant to the Permitted Investmentsrelated Supplement. (ed) Until If the Collection Depositor so designates, the Principal Receivables in Additional Accounts added during any Monthly Period having an Additional Cut-Off Date as of any day during the preceding Monthly Period shall be treated as Principal Receivables outstanding on and after such Additional Cut-Off Date for purposes of calculating the Floating Allocation Percentage and Principal Allocation Percentage for the Monthly Period in which such Additional Accounts are added. Any such recalculation of the Floating Allocation Percentage and Principal Allocation Percentage for a Monthly Period shall be effective only on and after the Addition Date, neither the Borrower nor but the Servicer shall determine the amounts of Collections and the Defaulted Amounts which would have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA Account, except been allocated to the extent explicitly set forth Certificateholders' Interest of each Series for the portion of such Monthly Period preceding such Addition Date as if such recalculated Floating Allocation Percentage and Principal Allocation Percentage had been in Section 2.04 effect and Section 2.22shall adjust the amounts to be allocated for the remainder of such Monthly Period so that the amounts allocated to the Certificateholders' Interest of each Series and the Depositor's Interest are equal to the amounts which would have been allocated to them if such recalculated percentages had been in effect for the entire Monthly Period.

Collections and Allocations. (a) The Servicer Collateral Agent shall promptly identify any collections all Available Collections received in the Collection Account as being on account of Interest Collections, Collections or Principal Collections or other Available (as designated by the Servicer) and shall segregate all Interest Collections and Principal Collections and transfer the same to the Interest Collection Subaccount and the Principal Collection Subaccount, respectively. The Servicer shall comply with its obligations specified in Section 5.03(k). If, notwithstanding such compliance, the Servicer receives any collections directly, the Servicer shall transfer, or cause to be transferred, all Available Collections any such collections received directly by it (if any) to the Collection Account by the close of business within two (2) Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, ; provided that the Servicer shall segregate Principal Collections and identify to the Collateral Agent any collections received directly by the Servicer as being on account of Interest Collections and transfer the same or Principal Collections. The Collateral Agent shall further provide to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Interest Collections and Interest Principal Collections on deposit in the Interest Collection Subaccount and the Principal Collection Account and the Interest Collection Account on Subaccount no later than three (3) Business Days after each Reporting Determination Date for inclusion in the Servicing Report delivered pursuant to Section 6.08(b). It is understood and agreed that the Servicer shall remain liable for the proper allocation of the aforementioned Collections into the appropriate accounts. (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit or will cause the Borrower to deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentthe Collateral Agent in their sole discretion. (d) Prior to the delivery of a Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be investedinvested in the Standby Investment. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the The Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Collateral Custodian, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or Agent, the Account Bank Administrative Agent, a Lender or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA Account, except to the extent explicitly set forth in Section 2.04 and 2.04, Section 2.222.17(c) or Section 2.18.

Collections and Allocations. (a) The Servicer Collateral Agent, acting at the direction of the Servicer, shall promptly identify any collections all Available Collections received in the Collection Account as being on account of Interest Collections, Principal Collections, Excluded Collections or other Available Collections Excluded Amounts and shall transfer, or cause to be transferred, segregate all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and or Interest Collections and transfer the same to the Principal Collection Account and and/or the Interest Collection Account, respectivelyas applicable, and shall forward, subject to and in accordance with Section 2.20(c) hereunder, all Excluded Collections and Excluded Amounts to the Servicer. The Servicer shall comply with its obligations specified in Section 5.03(q). If, notwithstanding such compliance, the Servicer receives any collections directly, the Servicer shall transfer, or cause to be transferred, any such collections (other than Excluded Amounts) received directly by it (if any) to the Collection Account by the close of business within two Business Days after such collections are received; provided, that the Servicer shall identify to the Collateral Agent any collections (other than Excluded Amounts) received directly by the Servicer as being on account of Interest Collections or Principal Collections. The Collateral Agent shall further include provide to the Servicer a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on no later than three Business Days after each Reporting Determination Date for inclusion in the Servicing Report delivered pursuant to Section 6.08(b). It is understood and agreed that the Servicer shall remain liable for the proper allocation of the aforementioned collections into the appropriate accounts. (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit or will cause the Borrower to deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may direct the Collateral Agent to withdraw from the Collection Account any deposits thereto constituting Excluded Amounts or Excluded Collections if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent ( with a copy to the Collateral Agent) a report setting forth the calculation of such Excluded Amounts and/or Excluded Collections, as applicable, in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentin its sole discretion. (d) Prior to the delivery of a Notice of Exclusive ControlControl (as defined in the Collection Account Agreement), the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or the Collateral Agent, and shall otherwise comply with the assumptions of the legal opinions of Mxxxx & Vxx Xxxxx PLLC and Sxxxxxxxxx Xxxxxx & Xxxxxxx Bxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Original Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereofSection 2.04. In the event the Borrower or The Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, ) an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdictionmisconduct. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective its Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, withdrawal with respect to amounts held in the Collection Account or the URCA Account, except to the extent explicitly set forth in Section 2.04 and Section 2.22Sections 2.04, 2.20(d) or 2.21.

Collections and Allocations. (a) The Servicer Collateral Agent, acting at the direction of the Servicer, shall promptly identify any collections all Available Collections received in the Collection Account as being on account of Interest Collections, Principal Collections, Excluded Collections or other Available Collections Excluded Amounts and shall transfer, or cause to be transferred, segregate all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and or Interest Collections and transfer the same to the Principal Collection Account and and/or the Interest Collection Account, respectivelyas applicable, and shall forward, subject to and in accordance with Section 2.20(c) hereunder, all Excluded Collections and Excluded Amounts to the Servicer. The Servicer shall comply with its obligations specified in Section 5.03(q). If, notwithstanding such compliance, the Servicer receives any collections directly, the Servicer shall transfer, or cause to be transferred, any such collections (other than Excluded Amounts) received directly by it (if any) to the Collection Account by the close of business within two Business Days after such collections are received; provided, that the Servicer shall identify to the Collateral Agent any collections (other than Excluded Amounts) received directly by the Servicer as being on account of Interest Collections or Principal Collections. The Collateral Agent shall further include provide to the Servicer a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on no later than three Business Days after each Reporting Determination Date for inclusion in the Servicing Report delivered pursuant to Section 6.08(b). It is understood and agreed that the Servicer shall remain liable for the proper allocation of the aforementioned collections into the appropriate accounts. (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit or will cause the Borrower to deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may direct the Collateral Agent to withdraw from the Collection Account any deposits thereto constituting Excluded Amounts or Excluded Collections if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent ( with a copy to the Collateral Agent) a report setting forth the calculation of such Excluded Amounts and/or Excluded Collections, as applicable, in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentin its sole discretion. (d) Prior to the delivery of a Notice of Exclusive ControlControl (as defined in the Collection Account Agreement), the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be -61- sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or the Collateral Agent, and shall otherwise comply with the assumptions of the legal opinions of Xxxxx & Xxx Xxxxx PLLC and Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Original Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereofSection 2.04. In the event the Borrower or The Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, ) an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdictionmisconduct. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective its Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, withdrawal with respect to amounts held in the Collection Account or the URCA Account, except to the extent explicitly set forth in Section 2.04 and Section 2.22Sections 2.04, 2.20(d) or 2.21.

Collections and Allocations. (a) The Servicer shall promptly identify any collections received as being on account of Interest Collections, Principal Collections or other Available Collections and shall transfer, or cause to be transferred, all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are receivedin General. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered Until this Base Indenture is terminated pursuant to Section 6.08(b). (b) On the Cut-Off Date with respect to any Loan Asset11.1, the Servicer will deposit into Issuer shall, and the Collection Account Indenture Trustee is authorized to, cause all Available Collections received in respect of Eligible Loan Assets being transferred due and to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer become due to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent. (d) Prior to Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account Issuer or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein)Indenture Trustee, as the case may be, an amount equal to be paid directly into the Collection Account no later than the close of business on the second Business Day after receipt thereof, and the Servicer shall be instructed to remit all Collections received by it in accordance with the Servicing Agreement to the Collection Account for deposit therein. In addition, the Issuer shall deposit to the Collection Account no later than the close of business on each Determination Date the aggregate Purchase Amounts payable by the Issuer pursuant to Section 7.5 of the Base Indenture. If the Issuer shall receive any written statement from the Servicer stating that any amount previously paid by the Servicer to the Indenture Trustee or Issuer and deposited into the Collection Account was so paid and deposited into the Collection Account in error, the Issuer, if it shall concur as to the truth of any actual loss incurredsuch statement, shall forward to the Indenture Trustee in respect writing, together with such security or indemnity as may be required by it to hold the Indenture Trustee harmless, a copy of such written statement from the Servicer, along with an instruction to the Indenture Trustee to withdraw such amount from the Collection Account and pay such amount to the Servicer. Following receipt from the Issuer of the Servicer's statement and the written instructions set forth in the preceding sentence, so long as no Event of Default shall have occurred and be continuing, the Indenture Trustee shall withdraw such amount from the Collection Account and pay such amount to such Servicer. The Issuer agrees that if any such investmentmonies, instruments, cash or other proceeds shall be received by the Issuer in an account other than the Collection Account or in any other manner, such monies, instruments, cash and other proceeds will not be commingled by the Issuer with any of its other funds or property, if any, but will be held separate and apart therefrom and shall be held in trust by the Issuer for, and immediately upon realization of such loss. None of the Account Bankpaid over to, but in any event within two Business Days from receipt, the Collateral AgentIndenture Trustee with any necessary endorsement. All monies, instruments, cash and other proceeds received by the Administrative Agent, any Lender Agent or any Lender Indenture Trustee pursuant to this Base Indenture shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held immediately deposited in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct within two Business Days from receipt and shall be applied as determined provided in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investmentsthis Article 5. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA Account, except to the extent explicitly set forth in Section 2.04 and Section 2.22.

Collections and Allocations. (a) The Servicer (or, if the authority of the Servicer has been revoked pursuant to Section 10.01 hereof, or, if a Successor Servicer has been appointed, the Successor Servicer) shall promptly identify any collections received as being on account receive from time to time funds from each Transferor in respect of Interest Collections, Principal Collections or other Available Collections Receivables and shall transfer, or cause to be transferred, all Available Collections received directly by it from each applicable Master Trust with respect to the Collection Account by Collateral Certificates pledged to the close of business two Business Days after such Collections are receivedTrust. Upon the transfer receipt of Available Collections to the Collection Accountany funds in respect of a Collateral Certificate or Receivables, unless otherwise specified herein, the Servicer shall segregate Principal Collections and Interest Collections and transfer deposit such amounts in the same Collection Account for the Asset Pool in which such Collateral Certificate or Receivables have been designated for inclusion, which amounts shall be applied by the applicable Collateral Agent, on behalf of the Indenture Trustee, for such Asset Pool pursuant to the Principal Asset Pool Supplement for such Asset Pool. Except as otherwise provided below, the Servicer shall deposit Collections with respect to Receivables into the Collection Account for the applicable Asset Pool as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing and the Interest Collection Account, respectively. The Servicer shall further include a statement as deposit Collections received with respect to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date Collateral Certificates with respect to any Loan Asset, the Servicer will deposit Monthly Period into the Collection Account all Available Collections received for the applicable Asset Pool no later than the First Note Transfer Date for the applicable Asset Pool in respect of Eligible Loan Assets being transferred to and included as part the next succeeding Monthly Period. In the event of the Collateral Portfolio on such date. (c) With the prior written consent insolvency of the Administrative Agent (a copy Servicer, then, immediately upon the occurrence of which will be provided by the Servicer to the Collateral Agent)such event and thereafter, the Servicer may withdraw from shall deposit all Collections into the Collection Account any deposits thereto constituting Excluded Amounts if for each applicable Asset Pool and in no such event shall the Servicer hasdeposit any Collections thereafter into any account established, prior held or maintained with the Servicer. For as long as First USA remains the Servicer hereunder and (i) no Servicer Rating Event shall have occurred and be continuing or (ii) First USA obtains a guarantee or letter of credit covering risk of collection with respect to such withdrawal its deposit and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts payment obligations under this Agreement (in form and substance reasonably satisfactory to each Note Rating Agency) from a guarantor having a short-term credit rating of at least "A-1" from Standard & Poor's or "P-1" from Moody's or "F1" from Fitch (or such other rating below "A-1" or "P-0," xx to the Administrative Agent and each Lender Agent. (d) Prior to Notice of Exclusive Controlextent rated by Fitch, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), "F1," as the case may be, which is acceptable to such Note Rating Agency), or (iii) the Note Rating Agency Condition will have been satisfied despite the Servicer's inability to satisfy the rating requirement specified in clause (i) or (ii) above, or (iv) for five Business Days following any reduction of any such rating or failure to satisfy the conditions specified in clause (i) or (ii) above, the Servicer need not make daily deposits of Collections into the Collection Account as provided in the preceding paragraph, but may make deposits in an amount equal to the net amount of any actual loss incurredsuch deposits and payments which would have been made with respect to Notes to receive payments on the related Payment Dates had the conditions of this sentence not applied, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or in immediately available funds not later than 1:00 p.m., New York City time, on each applicable Note Transfer Date following the URCA Account, other than Monthly Period with respect to fraud or their own gross negligence or willful misconduct as determined which such deposit relates. To the extent that, in accordance with this Section 3.01, the Servicer has retained amounts which would otherwise be required to be deposited into a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Collection Account Bank or any of their respective Affiliates may receive compensation Supplemental Bank Account with respect to the Permitted Investments. (e) Until the Collection Dateany Monthly Period, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect be required to deposit such amounts held in the applicable Collection Account or such applicable Supplemental Bank Account on the URCA Account, except related Note Transfer Date to the extent explicitly set forth in Section 2.04 and Section 2.22necessary to make required distributions on the related Payment Date for such Asset Pool.

Collections and Allocations. (a) The Servicer (or, if the authority of the Servicer has been revoked pursuant to Section 10.01 hereof, the Indenture Trustee, or, if a Successor Servicer has been appointed, the Successor Servicer) shall promptly identify any collections received as being on account receive from time to time funds from each Transferor in respect of Interest Collections, Principal Collections or other Available Collections Receivables and shall transfer, or cause to be transferred, all Available Collections received directly by it from each applicable Master Trust with respect to the Collection Account by Collateral Certificates pledged to the close of business two Business Days after such Collections are receivedTrust. Upon the transfer receipt of Available Collections to the Collection Accountany funds in respect of a Collateral Certificate or Receivables, unless otherwise specified herein, the Servicer shall segregate Principal Collections and Interest Collections and transfer deposit such amounts in the same Collection Account for the Asset Pool in which such Collateral Certificate or Receivables have been designated for inclusion, which amounts shall be applied by the applicable Collateral Agent, on behalf of the Indenture Trustee, for such Asset Pool pursuant to the Principal Asset Pool Supplement for such Asset Pool. Except as otherwise provided below, the Servicer shall deposit Collections with respect to Receivables into the Collection Account for the applicable Asset Pool as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing and shall deposit Collections received with respect to Collateral Certificates with respect to any Monthly Period into the Interest Collection AccountAccount for the applicable Asset Pool no later than the First Note Transfer Date for the applicable Asset Pool in the next succeeding Monthly Period. In the event of the insolvency of the Servicer, respectively. The then, immediately upon the occurrence of such event and thereafter, the Servicer shall further include a statement as to deposit all Collections into the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account for each applicable Asset Pool and in no such event shall the Interest Collection Account on each Reporting Date in Servicer deposit any Collections thereafter into any account established, held or maintained with the Servicing Report delivered pursuant to Section 6.08(b)Servicer. (b) On For as long as Chase USA remains the Cut-Off Date Servicer hereunder and (i) no Servicer Rating Event shall have occurred and be continuing or (ii) Chase USA obtains a guarantee or letter of credit covering risk of collection with respect to any Loan Asset, the Servicer will its deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. payment obligations under this Agreement (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to each Note Rating Agency) from a guarantor having a short-term credit rating of at least “A-1” from Standard & Poor’s or “P-1” from Moody’s or “F1” from Fitch (or such other rating below “A-1” or “P-1” or, to the Administrative Agent and each Lender Agent. (d) Prior to Notice of Exclusive Controlextent rated by Fitch, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), “F1,” as the case may be, which is acceptable to such Note Rating Agency), or (iii) the Note Rating Agency Condition will have been satisfied despite the Servicer’s inability to satisfy the rating requirement specified in clause (i) or (ii) above, or (iv) for five Business Days following any reduction of any such rating or failure to satisfy the conditions specified in clause (i) or (ii) above, the Servicer need not make daily deposits of Collections into the Collection Account as provided in the preceding paragraph, but may make deposits in an amount equal to the net amount of any actual loss incurredsuch deposits and payments which would have been made with respect to Notes to receive payments on the related Payment Dates had the conditions of this sentence not applied, into the Collection Account in immediately available funds not later than 1:00 p.m., New York City time, on each applicable Note Transfer Date following the Monthly Period with respect to which such deposit relates. To the extent that, in accordance with this Section 3.01, the Servicer has retained amounts which would otherwise be required to be deposited into a Collection Account or any Supplemental Bank Account with respect to any Monthly Period, the Servicer shall be required to deposit such amounts in the applicable Collection Account or such Supplemental Bank Account on the related Note Transfer Date to the extent necessary to make required distributions on the related Payment Date for such Asset Pool. (c) Notwithstanding anything else in this Agreement to the contrary, unless otherwise specified in the Indenture, any applicable Asset Pool Supplement or any applicable Indenture Supplement, with respect to any Monthly Period for which the Servicer is required to make daily deposits into the applicable Collection Account or into any Supplemental Bank Account provided for in any Indenture Supplement for any Series: (i) the Servicer will only be required to deposit Collections (other than Recoveries, which will be deposited in accordance with subsection 3.07(a), and the Interchange Amount, which will be deposited in accordance with subsection 3.07(b)) into the Collection Account or any Supplemental Bank Account for each Asset Pool no later than the second Business Day following the Date of any Processing in an amount equal to the lesser of: (A) the amount required to be deposited into the Collection Account or such investment, immediately upon realization of Supplemental Bank Account for such loss. None Asset Pool on such Business Day pursuant to the terms of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent Indenture or any Lender shall be liable Indenture Supplement for any Series secured by such Asset Pool, and (B) the amount required to be distributed on or prior to the related Note Transfer Date to the extent necessary to make required distributions on the related Payment Date of: (1) interest and principal due to Holders of the Notes secured by such Asset Pool (other than Notes held by the Transferor for so long as the Transferor is the Servicer) provided for in any loss incurredIndenture Supplement for any Series secured by such Asset Pool, (2) the Trust Servicing Fee allocable to the Notes secured by such Asset Pool (excluding the amount allocable to the Transferor Interest), but only if the Transferor is not also the Servicer, (3) the Default Amount allocable to such Asset Pool (excluding the amount allocable to the Transferor Interest), (4) targeted deposits to any reserve account designated and established pursuant to the Indenture Supplement for any Series secured by such Asset Pool. (5) amounts owed under any Supplemental Credit Enhancement or Derivative Agreement with respect to such Asset Pool; and (6) any other amounts identified in respect any Indenture Supplement for any Series secured by such Asset Pool to be paid to Holders of the Notes secured by such Asset Pool other than the Transferor, deposited in reserve accounts or other enhancement accounts or paid to third parties from Collections, and any investment, or lack of investment, of funds held Collections not required to be deposited in the Collection Account or for any Asset Pool shall be deposited in the URCA Account, other than with respect Excess Funding Account to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court the extent required pursuant to the terms of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank Indenture or any Indenture Supplement for any Series secured by such Asset Pool, and any remaining Collections shall be paid to the Transferor; and (ii) (A) if at any time prior to the related Note Transfer Date the amount of their respective Affiliates may receive compensation Collections deposited in any Collection Account with respect to the Permitted Investments. related Monthly Period exceeds the amount required to be deposited pursuant to clause (ei) Until the Collection Dateabove, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the withdraw such excess from such Collection Account or the URCA Account, except and immediately pay it to the extent explicitly set forth in Section 2.04 and Section 2.22.Transferor, and

Collections and Allocations. (a) The Servicer shall promptly identify any collections received as being on account of Interest Collections, Principal Collections or other Available Collections and shall transfer, or cause to be transferred, all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent. (d) Prior to Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account, the YRA Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account, the YRA Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account, the YRA Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account, the YRA Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account the YRA Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account, the YRA Account or the URCA Account, except to the extent explicitly set forth in Section 2.04 2.04, Section 2.20, Section 2.21 and Section 2.22.

Collections and Allocations. (a) The Portfolio Asset Servicer shall direct (i) any agent or administrative agent for any Portfolio Asset that is not a loan participation interest (except for such Portfolio Assets that are actively cash managed or have a separate lockbox for payments pursuant to the terms of the related Portfolio Asset documents) to remit all Collections with respect to such Portfolio Asset and, if applicable, to direct the Obligors with respect to such Portfolio Asset to remit all Collections with respect to such Portfolio Asset to the Collection AccountAccounts and (ii) any Counterparty Lender to direct the Obligor (or, to the extent applicable, such Counterparty Lender or the Underlying Agent) for any Portfolio Asset that is a loan participation interest to remit all Collections with respect to such Portfolio Asset directly to the Collection AccountAccounts, to remit all Collections with respect to such Portfolio Asset and Underlying Loan Obligation directly to the Collection AccountAccounts. (b) Upon receipt of Collections in each applicable Collection Account, the Portfolio Asset Servicer shall promptly identify any collections Collections received as being on account of Interest Principal Collections, Principal Collections or Current Income Collections, other Available Collections and shall transfer, or cause to be transferred, all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectivelyExcluded Amounts. The Portfolio Asset Servicer shall further include a statement as to the amount of Principal Collections, Current Income Collections and Interest Collections Excluded Amounts on deposit in the Principal Collection Account and the Interest Collection Account AccountAccounts on each Determination Date immediately preceding a Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b8.08(b). The Borrower and the Portfolio Asset Servicer shall take commercially reasonable steps to confirm that only funds constituting Available Collections relating to Portfolio Assets are deposited into the applicable Collection Account. (bc) On TheNotwithstanding anything to the Cut-Off contrary, to the extent any Collections are not deposited directly into a Collection Account due to any mistake, error or similar event, the Borrower shall, and shall cause its Affiliates to, deposit all Available Collections received by the Borrower or its Affiliates into the applicable Collection Account, within two (2) Business Days after receipt and shall, and shall cause its Affiliates to, hold in trust for the benefit of the Administrative Agent, for the benefit of the Secured Parties, all such Available Collections until so deposited. (d) Within two (2) Business Days of the Cut‐Off Date with respect to any Loan Portfolio Asset, the Portfolio Asset Servicer will deposit into the applicable Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such dateAssets. (ce) With Prior to the prior written consent delivery of a Notice of Exclusive Control by theThe Administrative Agent to the Calculation Agent and Account Bank, the Portfolio Asset Servicer may (on behalf of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may Borrower)shall withdraw from the theeach applicable Collection Account Account, any deposits thereto theretotherein constituting Excluded Amounts if , prior to such withdrawal, the Portfolio Asset Servicer has, prior to such withdrawal and consentwithdrawal, delivered identified in writing to the Administrative Agent and each Lender Agent a report setting forth the Calculation Agentthe calculation of such Excluded Amounts; provided that if an Event of Default, Unmatured Event of Default, Market Trigger Event or Rating Event has occurred and is continuing or would result therefrom, the calculation of such Excluded Amounts shall be in form consultation with the Majority Lenders. With respect to each Account subject to a Springing Account Control Agreement, the Administrative Agent (at the direction of the Majority Lenders) shall only deliver a Notice of Exclusive Control after the occurrence of an Event of Default. After the delivery of a Notice of Exclusive Control in the manner described in the preceding sentence, that has not been withdrawn, solely the Administrative Agent, to (at the exclusiondirection of the Portfolio Asset Servicer,Majority Lenders) may withdraw, from the Collectioneach Account subject to such Springing Account Control Agreement, any deposits therein constituting Excluded Amounts. (f) So long as no Event of Default has occurred and substance reasonably satisfactory is continuing or would result therefrom, upon the prepayment of a Loan Asset, whether partial or in full, the Borrower may request that the Administrative Agent apply the Principal Collections of such prepayment to prepay Advances in accordance with Section 2.04; provided that (A) there shall be no more than six (6) such prepayments of the Advances by the Borrower in any fiscal quarter unless otherwise agreed to by the Initial Lender, and (B) at least three (3) Business Days prior to the date of such prepayment the Borrower shall have delivered a notice of prepayment to the Administrative Agent and each the Calculation Agent, which notice shall include a Borrowing Base Certificate updated to the date of such prepayment, giving pro forma effect to such prepayment and setting forth the amounts due and payable by the Borrower pursuant to Sections 2.08(a)(i)(a) through (c) and Sections 2.08(a)(ii)(a) through (db) for the Payment Date immediately following such prepayment date and certifying that the Borrower will have sufficient amounts in the Collection Accounts (including, amounts expected to be received prior to such Payment Date in the good faith determination of the Portfolio Asset Servicer) to pay such amounts in full. During or after the Reinvestment Period, the Borrower (or the Portfolio Asset Servicer on its behalf) may (i) Borrower shall have delivered a notice to the Calculation Agent at least two (2) Business Days prior to the Exchange Date specifying the proposed Exchange Date and the Applicable Exchange Rate as of such notice date for such Eligible Currency and (ii) all amounts received in U.S. Dollars or such other Eligible Currency, as applicable, in exchange for such Eligible Currency shall be promptly deposited into the applicable Collection Account or the Unfunded Exposure Account, as applicable, and (ii) if a Market Trigger Event or Event of Defaultthe aggregate value of such amounts received in U.S. Dollars are less than the U.S. Dollar equivalent value immediately prior to such exchange for U.S. Dollars, then such amounts shall have occurred and be continuing,subject to the Initial Lender Agentshall have approved such withdrawal (which approval shall not be unreasonably withheld, conditioned or delayed)application of Section 2.08 on the next Business Day. (dg) Prior to Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds The Borrower shall not be invested. A Permitted Investment acquired with use funds deposited in the Collection Expense Reserve Account to pay expenses or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Dateinterest due hereunder, and shall not be sold or disposed of prior to its maturityin each case, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed solely in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted InvestmentsSection 2.08. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA Account, except to the extent explicitly set forth in Section 2.04 and Section 2.22.

Collections and Allocations. (a) The Servicer shall promptly identify any collections received as being on account of Interest Collections, Principal Collections or other Available Collections and shall transfer, or cause to be transferred, all Available Collections received directly by it pursuant to the Collection Account by terms of the close Transfer and Servicing Agreement (or, if the authority of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered has been revoked pursuant to Section 6.08(b). (b) On 10.01 of the Cut-Off Date with respect to any Loan AssetTransfer and Servicing Agreement, the Indenture Trustee, or, if a Successor Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent)has been appointed, the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent. (dSuccessor Servicer) Prior to Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct shall instruct the Collateral Agent to invest, or cause the investment of, apply all funds on deposit in the Collection Account as described in this Article III and in any Indenture Supplement for any Series. Except as otherwise provided below, the URCA Account in Permitted Investments, from Servicer pursuant to the date terms of this Transfer and Servicing Agreement until shall deposit Collections with respect to the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in Asset Pool One Receivables into the Collection Account or for Asset Pool One as promptly as possible after the URCA Account shall mature not Date of Processing of such Collections, but in no event later than the second Business Day immediately preceding any Payment Date, following the Date of Processing and shall not be sold or disposed of prior deposit Collections received with respect to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Asset Pool One Collateral Agent, and otherwise comply Certificates with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from respect to any such investment, as well as any interest earned on deposits in Monthly Period into the Collection Account for Asset Pool One no later than the First Note Transfer Date in the next succeeding Monthly Period. Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Asset Pool One Supplement, the Indenture or the URCA Account Transfer and Servicing Agreement to the contrary, for as long as Chase USA remains the Servicer under the Transfer and Servicing Agreement and (i) no Servicer Rating Event shall have occurred and be distributed in accordance with the provisions continuing or (ii) Chase USA obtains a guarantee or letter of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (credit covering risk of collection with respect to investments made hereunder its deposit and payment obligations under the Transfer and Servicing Agreement (in form and substance satisfactory to each Note Rating Agency) from a guarantor having a short-term credit rating of funds held therein)at least “A-1” from Standard & Poor’s or “P-1” from Xxxxx’x or “F1” from Fitch (or such other rating below “A-1” or “P-1” or, to the extent rated by Fitch, “F1,” as the case may be, which is acceptable to such Note Rating Agency), or (iii) the Note Rating Agency Condition will have been satisfied despite the Servicer’s inability to satisfy the rating requirement specified in clause (i) or (ii) above, or (iv) for 5 Business Days following any reduction of any such rating or failure to satisfy the conditions specified in clause (i) or (ii) above, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding paragraph, but may make deposits in an amount equal to the net amount of any actual loss incurredsuch deposits and payments which would have been made with respect to Asset Pool One Notes to receive payments on the related Payment Date had the conditions of this sentence not applied, into the Collection Account in immediately available funds not later than 1:00 p.m., New York City time, on each applicable Note Transfer Date following the Monthly Period with respect to which such deposit relates. To the extent that, in respect of any such investment, immediately upon realization of such loss. None of the Account Bankaccordance with this Section 3.1, the Collateral AgentServicer has retained amounts which would otherwise be required to be deposited into the Collection Account or any Supplemental Bank Account with respect to any Monthly Period, the Administrative Agent, any Lender Agent or any Lender Servicer shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held required to deposit such amounts in the Collection Account or such Supplemental Bank Account on the URCA Accountapplicable Note Transfer Date to the extent necessary to make required distributions on the related Payment Date. Notwithstanding anything in this Asset Pool One Supplement to the contrary, other than with respect to fraud or their own gross negligence or willful misconduct as determined unless otherwise specified in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank Indenture or any of their respective Affiliates may receive compensation with respect Indenture Supplement, the Servicer need not deposit any amount allocated to be paid to any Transferor pursuant to the Permitted Investments. (e) Until the Collection DateIndenture, neither the Borrower nor the Servicer shall have this Asset Pool One Supplement or any rights of direction or withdrawal, with respect to amounts held in applicable Indenture Supplement into the Collection Account or the URCA any Supplemental Bank Account, except but shall pay such amounts as collected to the extent explicitly set forth in Section 2.04 and Section 2.22applicable Transferor.

Collections and Allocations. (a) The Servicer shall direct any agent or administrative agent for any Loan Asset to remit all cash Collections with respect to such Loan Asset, and, if applicable, to direct the Obligor with respect to such Loan Asset to remit all cash Collections with respect to such Loan Asset directly to the Collection Account and all other Collections as directed by the Collateral Agent. The Borrower and the Servicer shall take commercially reasonable steps to ensure that only funds constituting cash Collections relating to Loan Assets shall be deposited into the Collection Account (b) The Servicer shall promptly identify any collections Collections received as being on account of Interest Collections, Principal Collections or other Available Collections and shall transfer, or cause to be transferred, all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and direct the Account Bank to transfer the same to the Principal Collection Account Subaccount and the Interest Collection AccountSubaccount, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account Subaccount and the Interest Collection Account Subaccount on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (bc) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (cd) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral AgentAgent and the Account Bank), (i) prior to any Notice of Exclusive Control, the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts Amounts, or (ii) from and after any Notice of Exclusive Control, the Servicer may request the Administrative Agent to, and the Administrative Agent shall, withdraw from the Collection Account and deliver to the Servicer any deposits thereto constituting Excluded Amounts, in each case, if the Servicer has, prior to such withdrawal and consent or request and consent, as applicable, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent. (de) Prior to any Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent (and the Collateral Agent shall direct the Account Bank) to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any DMSLIBRARY01\32370595.v1 such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (ef) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA Account, except to the extent explicitly set forth in Section 2.04 2.04, this Section 2.19, and Section 2.222.20.

Collections and Allocations. (a) The Servicer Collateral Agent shall promptly identify any collections all Available Collections received in the Collection Account as being on account of Interest Collections, Collections or Principal Collections or other Available and shall segregate all Interest Collections and Principal Collections and transfer the same to the Interest Collection Subaccount and the Principal Collection Subaccount, respectively. The Servicer shall comply with its obligations specified in Section 5.03(o). If, notwithstanding such compliance, the Servicer receives any collections directly, the Servicer shall transfer, or cause to be transferred, all Available Collections any such collections received directly by it (if any) to the Collection Account by the close of business within two (2) Business Days after such Interest Collections and Principal Collections are received. Upon the transfer of Available Collections to the Collection Account, ; provided that the Servicer shall segregate Principal Collections and identify to the Collateral Agent any collections received directly by the Servicer as being on account of Interest Collections and transfer the same or Principal Collections. The Collateral Agent shall further provide to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Interest Collections and Interest Principal Collections on deposit in the Interest Collection Subaccount and the Principal Collection Account and the Interest Collection Account on Subaccount no later than three (3) Business Days after each Reporting Determination Date for inclusion in the Servicing Report delivered pursuant to Section 6.08(b). It is understood and agreed that the Servicer shall remain liable for the proper allocation of the aforementioned Interest Collections and Principal Collections into the appropriate accounts. (b) On Within two (2) Business Days of the Cut-Off Date (or, in the case of a Loan Asset acquired from the SPV Transferor, the Transferor or an Affiliate thereof, the Purchase Date) with respect to any Loan Asset, the Servicer will deposit or will cause the Borrower to deposit into the Collection Account all Available Collections received on and after the Cut-Off Date (or, in the case of a Loan Asset acquired from the SPV Transferor, the Transferor or an Affiliate thereof, the Purchase Date) in respect of such Eligible Loan Assets Asset being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender the Collateral Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentin its reasonable discretion. (d) Prior to the delivery of a Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing USActive 55323723.3 instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account Controlled Accounts in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be investedinvested in the Standby Investment. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA any Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA any Controlled Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or Agent, the Account Bank Administrative Agent, a Lender or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA any Controlled Account, except to the extent explicitly set forth in Section 2.04 and 2.04, Section 2.222.17(c) or Section 2.18.

Collections and Allocations. (a) The Servicer shall promptly identify any collections to the Collateral Agent all Available Collections received in the Collection Account as being on account of Interest Collections, Principal Collections or other Available Principal Collections and shall transfer, or cause to be transferred, segregate all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall transfer, or cause to be transferred, any collections received directly by it (if any) to the Collection Account by the close of business within two Business Days after such Principal Collections and Interest Collections are received; provided that the Servicer shall identify to the Collateral Agent any collections received directly by the Servicer as being on account of Interest Collections or Principal Collections. The Collateral Agent shall further include provide to the Servicer a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on no later than three Business Days after each Reporting Determination Date for inclusion in the Servicing Report delivered pursuant to Section 6.08(b). It is understood and agreed that the Servicer shall remain liable for the proper allocation of the aforementioned Principal Collections and Interest Collections into the appropriate accounts. (b) On and after the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit or will cause the Borrower to deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may direct the Collateral Agent to withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent ( with a copy to the Collateral Agent) a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentin its sole discretion. (d) Prior to the delivery of a Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, maturity unless (i) the Servicer determines (in its good faith commercial judgment that commercially reasonable discretion) there is a substantial risk of material deterioration of such Permitted InvestmentInvestment and (ii) the Administrative Agent consents, in its sole discretion, to such sale or disposition. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or the Collateral Agent, and shall otherwise comply with the assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the The Borrower shall and the Servicer, in its capacity as the sole owner of the Borrower, may deposit in the Collection Account or the URCA Account Unfunded Exposure Account, as the case may be (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdictionmisconduct. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective its Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, withdrawal with respect to amounts held in the Collection Account or the URCA Account, except to the extent explicitly set forth in Section 2.04 and Section 2.22Sections 2.04, 2.19(d) or 2.20.

Collections and Allocations. (a) The Servicer shall promptly identify any collections received as being on account of Interest Collections, Principal Collections will apply or other Available Collections and shall transfer, or cause will instruct the Indenture Trustee to be transferred, apply all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent. (d) Prior to Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account as described in this Article VIII and in each Indenture Supplement. Except as otherwise provided below, the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds Servicer shall not be invested. A Permitted Investment acquired deposit Collections received with funds deposited in respect to a particular Pool into the Collection Account or for such Pool as promptly as possible after the URCA Account shall mature not Date of Processing of such Collections, but in no event later than the second Business Day immediately preceding following the Date of Processing. Subject to the express terms of any Payment DateIndenture Supplement, but notwithstanding anything else in this Indenture or the Transfer and shall not be sold or disposed Servicing Agreement to the contrary, for so long as any of prior to its maturitythe following conditions are satisfied: (i) Conseco Bank, unless Inc. remains the Servicer determines and maintains a commercial paper rating of not less than A-1 by Standard & Poor's and P-1 by Moody's, (ii) Conseco Bank, Inc. remains the Servicer, no Amortization Event, Reinvestment Event or Event of Default shall have occurred, Conseco Finance Corp., maintains a commercial paper rating of not less than A-1 by Standard & Poor's and P-1 by Moody's, Conseco Bank, Inc. remains a wholly-owned subsidiary of Conseco Finance Corp. (directly or indirectly) and, in its good faith commercial judgment the event that there is substantial risk of any material deterioration of such Permitted Investment. All such Permitted Investments change in the financing relationship between Conseco Bank, Inc. and Conseco Finance Corp., (A) Conseco Bank, Inc. shall have notified each Rating Agency and (B) the Rating Agency Condition shall be registered in satisfied with respect to such material change, or (iii) any other arrangements are made such that the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral AgentRating Agency Condition is satisfied with respect thereto, and otherwise comply with assumptions for five Business Days following any reduction of any such rating or change in ownership or the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxxfailure to meet any other condition, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and need not make the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on daily deposits in of Collections into the Collection Account or as provided in the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investmentspreceding sentence, the Borrower shall but may make a single deposit in the Collection Account or in immediately available funds not later than 1:00 p.m., New York City time, on the URCA Account (Transfer Date following the Monthly Period with respect to investments made hereunder which such deposit relates. (b) Collections of funds held therein)Finance Charge Receivables, as the case may be, an amount equal Principal Receivables and Defaulted Receivables will be allocated to each Series of Notes and to the amount Trust for distribution to the holders of the Transferors' Interest (pursuant to the Trust Agreement) in accordance with this Article VIII and each Indenture Supplement, and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to the Noteholders of any actual loss incurred, in respect of any such investment, immediately upon realization of such lossother Series. None Allocations of the Account Bankforegoing amounts between the Holders of the Notes and the Holders of the Transferors' Interest, among the Collateral AgentSeries and among the Classes in any Series, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held set forth in the Collection Account related Indenture Supplement or Indenture Supplements. On each Determination Date, after the URCA Account, other than amounts of all allocations have been determined (i) with respect to fraud or their own gross negligence or willful misconduct all outstanding Series and (ii) as determined provided for in a final decision by a court any applicable Indenture Supplement, the Servicer may, with the consent of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or each Transferor, allocate any of their respective Affiliates may receive compensation with respect excess Collections which would otherwise be payable to the Permitted Investments.Trust at the Transferors' direction to one or more of the outstanding Series subject to the following conditions: (ei) Until on or before the Collection Datefifth Business Day immediately preceding such allocation, neither the Borrower nor the Servicer shall have any rights given the Indenture Trustee and each Rating Agency notice of direction or withdrawal, such allocation; (ii) the Rating Agency Condition shall have been satisfied with respect to amounts held in such allocation; and (iii) the Collection Account or the URCA Account, except Servicer shall have delivered to the extent explicitly set forth in Section 2.04 and Section 2.22Indenture Trustee an Officer's Certificate, dated the date of such allocation, to the effect that the Servicer reasonably believes that such allocation will not have an Adverse Effect.

Collections and Allocations. (a) The Servicer Borrower shall promptly identify direct (i) any collections agent or administrative agent for any Loan Asset that is not a loan participation interest (except for such Loan Assets that are actively cash managed or have a separate lockbox for payments pursuant to the terms of the related Portfolio Asset documents) to remit all Collections with respect to such Loan Asset and, if applicable, to direct the Obligors with respect to such Loan Asset to remit all Collections with respect to such Loan Asset to a Collection Account, (ii) any Counterparty Lender to direct the Obligor (or such Counterparty Lender or the Underlying Agent) for any Loan Asset that is a loan participation interest to remit all Collections with respect to any such Portfolio Asset and Underlying Loan Obligation directly to a Collection Account and (iii) pursuant to a payment direction letter (a copy of which shall be provided to the Administrative Agent as part of the next Payment Date Report), the Obligors with respect to each of the Equity Investments held by such Obligors to remit all Collections with respect to such Portfolio Assets to a Collection Account. To the extent any amounts are received as being on account of Interest Collectionsby the Borrower directly and are not remitted into the Collection Account in accordance with the preceding sentence, Principal Collections or other Available Collections (y) the Borrower shall, and shall transfercause its Affiliates to, or cause to be transferred, deposit all Available Collections received directly by it to the Borrower or its Affiliates into the Collection Account by the close of business within two (2) Business Days after receipt thereof by the Borrower or any of its Affiliates and (z) the Borrower shall, and shall cause its Affiliates to, hold in trust for the benefit of the Administrative Agent, for the benefit of the Secured Parties, all such Collections are received. Upon the transfer of Available Collections to until so deposited into the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. . (b) The Servicer Borrower shall further include a statement as to the amount of Available Collections, all Principal Collections, all Interest Collections and Interest Collections Excluded Amounts on deposit in the Principal Collection Account and the Interest each Collection Account on each Reporting Date in the Servicing immediately preceding a Proposed Payment Date Report delivered pursuant to Section 6.08(b8.08(a). (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With Prior to the prior written consent delivery of a Notice of Exclusive Control by the Administrative Agent (or its designee) to the Borrower and the Account Bank, the Borrower may make withdrawals from the Operating Account so long as no Event of Default has occurred and is continuing or will result therefrom. The Administrative Agent (or its designee) shall not deliver a Notice of Exclusive Control unless an Event of Default has occurred and is continuing. (d) Prior to the delivery of a Notice of Exclusive Control by the Administrative Agent to the Borrower and the Account Bank, the Borrower may make a withdrawal from the Unfunded Exposure Account on any date: (i) in an amount equal to the amount required to be applied by it to discharge any Delayed Draw due on that date, so long as no Event of Default under Sections 6.01(a) or 6.01(d) has occurred and is continuing or will result therefrom; and (ii) at any other time, if the Borrower determines that any amounts standing to the credit of the Unfunded Exposure Account are not required to be reserved for the purposes of funding future Delayed Draws, provided that the Borrower either (x) applies the amounts withdrawn in prepayment of Advances Outstanding and any related interest, costs, expenses and fees, or (y) applies the amounts withdrawn to the Transfer of any Portfolio Asset on the date of such withdrawal, provided that all actions required to be taken or performed under Section 3.04 with respect to such Transfer (if any) have been taken or satisfied in all material respects. (e) Following the delivery of a Notice of Exclusive Control by the Administrative Agent to the Borrower and the Account Bank, and provided that no Event of Default pursuant to Sections 6.01(a) or 6.01(d) has occurred and is continuing, the Borrower may, by notice in writing to the Administrative Agent (a copy “Delayed Draw Funding Notice”) not later than two (2) Business Days prior to the proposed date of which will be provided withdrawal (the “Withdrawal Date”), request that the Administrative Agent direct the Account Bank to pay as directed by the Servicer Borrower in the Delayed Draw Funding Notice, on the Withdrawal Date, such amount (the “Delayed Draw Funding Amount”) as is necessary to discharge any Delayed Draw required to be discharged on any date in the period commencing on the Withdrawal Date and ending on the date that is five (5) Business Days after that Withdrawal Date. (f) Amounts to be withdrawn from the Borrower Accounts to pay any Delayed Draw Funding Amount in accordance with Section 2.07(g) shall be withdrawn (x) first from the Unfunded Exposure Account, and (y) second, if the amounts standing to the Collateral Agent)credit of such account are insufficient to pay the full Delayed Draw Funding Amount, the balance shall be withdrawn from the Collection Account. (g) The Borrower shall not have any right to make withdrawals from the Collection Account. (h) So long as no Event of Default has occurred and is continuing or would result therefrom: (i) upon the full or partial discharge of the debt obligations of an Obligor in respect of a Loan Asset, whether such prepayment is partial or in full, the Borrower may apply Collections in an amount equal to the amount paid by the applicable Obligor (directly or indirectly) to the Borrower, in prepayment of Advances and all interest, fees, costs and expenses relating thereto, in accordance with Section 2.04, and/or (ii) where funds are to be withdrawn from the Unfunded Exposure Account pursuant to Sections 2.07(d)(ii) the Borrower may apply such amount withdrawn from the Unfunded Exposure Account in prepayment of Advances and all interest, fees, costs and expenses relating thereto, in accordance with Section 2.04, provided that, in each case: (A) there shall be no more than six (6) such prepayments of the Advances by the Borrower in any fiscal quarter unless otherwise agreed to by the Initial Lender, and (B) at least two (2) Business Days prior to the date of such prepayment the Borrower shall have delivered a notice of prepayment to the Administrative Agent and the Facility Servicer, which notice shall include a Borrowing Base Certificate, giving pro forma effect to such prepayment and setting forth the amounts due and payable by the Borrower pursuant to Sections 2.08(a)(i) through (iii) for the Scheduled Payment Date immediately following such prepayment date and certifying that the Borrower will have sufficient amounts in the Collection Account (including, amounts expected to be received prior to such Payment Date in the good faith determination of the Borrower) to pay such amounts in full. (i) During the continuance of an Event of Default following the delivery of a Notice of Exclusive Control by the Administrative Agent to the Facility Servicer and the Account Bank, the Administrative Agent may withdraw from the Collection Account any deposits thereto therein (including amounts constituting Excluded Amounts if Amounts) in accordance with the Servicer has, prior terms of this Agreement and the other Transaction Documents and the Borrower shall not have any right to make withdrawals from such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent.Collection Account (dj) Prior to Notice of Exclusive Control, If (i) the Servicer shall, pursuant to written instruction (which may be Borrower makes a deposit into the Collection Account and such Collection was received by the Borrower in the form of standing instructions)a check that is not honored for any reason or (ii) the Borrower makes a mistake with respect to the amount of any Collection and deposits an amount that is less than or more than the actual amount of such Collection, direct the Collateral Borrower shall notify the Administrative Agent of such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to investhave been paid. (k) Other than as otherwise expressly permitted in this Agreement, the Borrower may only invest or cause the investment of, of available funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account Investments maturing on or the URCA Account shall mature not later than before the Business Day immediately preceding any prior to the next Scheduled Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (el) Until the Collection Date, neither the The Borrower nor the Servicer shall not have any rights of direction or withdrawal, with respect Account unless such Account is listed on Schedule V and is subject to amounts held in the Collection an Account or the URCA Account, except Control Agreement pursuant to the extent explicitly set forth in Section 2.04 and Section 2.22terms hereof.

Collections and Allocations. (a) The Servicer shall promptly identify any collections received as being on account of Interest Collections, Principal Collections or other Available Collections and shall transferapply, or cause shall instruct the Indenture Trustee in writing (which instruction may be included in the Monthly Servicer Report) to be transferredapply and the Indenture Trustee shall apply, all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent. (d) Prior to Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and as described in this Article VIII. Except as otherwise provided below, the URCA Servicer shall deposit Collections into the Collection Account in Permitted Investments, from as promptly as possible after the date of processing of such Collections, but in no event later than the second (2nd) Business Day following the date of processing of such Collection by the applicable Subservicer, or if such Collection was received directly by the Servicer, the Servicer. Notwithstanding anything else in this Indenture or the Sale and Servicing Agreement until to the Collection Date. Absent any contrary, for so long as: (a) no Early Amortization Event or Event of Default has occurred and is continuing; and (b) the Servicer or, so long as the Performance Support Provider is guaranteeing the obligations of the Servicer pursuant to the Performance Support Agreement, the Performance Support Provider maintains a long term rating of “A” or higher and a short term rating of “R-1 (middle)” or higher from DBRS (it being understood that, in order to satisfy such written instructionrating requirement the Servicer or the Performance Support Provider itself, as applicable, must maintain such funds shall rating and such rating may not be invested. A Permitted Investment acquired with funds deposited in based on the rating of any affiliate, credit support provider or other Person), the Servicer need not make the deposits of Collections into the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered as provided in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agentpreceding sentence, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall but may make a single deposit in the Collection Account or in immediately available funds not later than 11:00 a.m., New York City time, on the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, Business Day preceding each Payment Date in an amount equal to the amount of any actual loss incurredCollections received during the related Collection Period. If the Servicer fails to make the deposit required by the preceding sentence by 11:00 a.m., in respect of any such investmentNew York City time, immediately upon realization of such loss. None on the Business Day preceding the Payment Date, the Indenture Trustee shall promptly make a claim for payment of the Account Bank, applicable amounts under the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender Performance Support Agreement. The Servicer may retain funds constituting Collections in an amount equal to its accrued and unpaid Servicing Fee and shall not be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of required to deposit such funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA Account, except to the extent explicitly set forth in Section 2.04 and Section 2.22.

Collections and Allocations. (a) The Servicer Collateral Agent, acting at the direction of the Servicer, shall promptly identify any collections all Available Collections received in the Collection Account as being on account of Interest Collections, Principal Collections, Excluded Collections or other Available Collections Excluded Amounts and shall transfer, or cause to be transferred, segregate all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and or Interest Collections and transfer the same to the Principal Collection Account and and/or the Interest Collection Account, respectivelyas applicable, and shall forward, subject to and in accordance with Section 2.20(c) hereunder, all Excluded Collections and Excluded Amounts to the Servicer. The Servicer shall comply with its obligations specified in Section 5.03(q). If, notwithstanding such compliance, the Servicer receives any collections directly, the Servicer shall transfer, or cause to be transferred, any such collections (other than Excluded Amounts) received directly by it (if any) to the Collection Account by the close of business within two Business Days after such collections are received; provided, that the Servicer shall identify to the Collateral Agent any collections (other than Excluded Amounts) received directly by the Servicer as being on account of Interest Collections or Principal Collections. The Collateral Agent shall further include provide to the Servicer a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on no later than three Business Days after each Reporting Determination Date for inclusion in the Servicing Report delivered pursuant to Section 6.08(b). It is understood and agreed that the Servicer shall remain liable for the proper allocation of the aforementioned collections into the appropriate accounts. (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit or will cause the Borrower to deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may direct the Collateral Agent to withdraw from the Collection Account any deposits thereto constituting Excluded Amounts or Excluded Collections if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent ( with a copy to the Collateral Agent) a report setting forth the calculation of such Excluded Amounts and/or Excluded Collections, as applicable, in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentin its sole discretion. (d) Prior to the delivery of a Notice of Exclusive ControlControl (as defined in the Collection Account Agreement), the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or the Collateral Agent, and shall otherwise comply with the assumptions of the legal opinions of Mxxxx & Vxx Xxxxx PLLC and Sxxxxxxxxx Xxxxxx & Xxxxxxx Bxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereofII. In the event the Borrower or The Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, ) an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdictionmisconduct. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective its Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, withdrawal with respect to amounts held in the Collection Account or the URCA Account, except to the extent explicitly set forth in Section 2.04 and Section 2.22Sections 2.04, 2.20(d) or 2.21.

Collections and Allocations. (a) The Servicer (or, if the authority of the Servicer has been revoked pursuant to Section 10.01 hereof, the Indenture Trustee, or, if a Successor Servicer has been appointed, the Successor Servicer) shall promptly identify any collections received as being on account receive from time to time funds from each Transferor in respect of Interest Collections, Principal Collections or other Available Collections Receivables and shall transfer, or cause to be transferred, all Available Collections received directly by it from each applicable Master Trust with respect to the Collection Account by Collateral Certificates pledged to the close of business two Business Days after such Collections are receivedTrust. Upon the transfer receipt of Available Collections to the Collection Accountany funds in respect of a Collateral Certificate or Receivables, unless otherwise specified herein, the Servicer shall segregate Principal Collections and Interest Collections and transfer deposit such amounts in the same Collection Account for the Asset Pool in which such Collateral Certificate or Receivables have been designated for inclusion, which amounts shall be applied by the applicable Collateral Agent, on behalf of the Indenture Trustee, for such Asset Pool pursuant to the Principal Asset Pool Supplement for such Asset Pool. Except as otherwise provided below, the Servicer shall deposit Collections with respect to Receivables into the Collection Account for the applicable Asset Pool as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing and the Interest Collection Account, respectively. The Servicer shall further include a statement as deposit Collections received with respect to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date Collateral Certificates with respect to any Loan Asset, the Servicer will deposit Monthly Period into the Collection Account all Available Collections received for the applicable Asset Pool no later than the First Note Transfer Date for the applicable Asset Pool in respect of Eligible Loan Assets being transferred to and included as part the next succeeding Monthly Period. In the event of the Collateral Portfolio on such date. (c) With the prior written consent insolvency of the Administrative Agent (a copy Servicer, then, immediately upon the occurrence of which will be provided by the Servicer to the Collateral Agent)such event and thereafter, the Servicer may withdraw from shall deposit all Collections into the Collection Account any deposits thereto constituting Excluded Amounts if for each applicable Asset Pool and in no such event shall the Servicer hasdeposit any Collections thereafter into any account established, prior held or maintained with the Servicer. For as long as Chase USA remains the Servicer hereunder and (i) no Servicer Rating Event shall have occurred and be continuing or (ii) Chase USA obtains a guarantee or letter of credit covering risk of collection with respect to such withdrawal its deposit and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts payment obligations under this Agreement (in form and substance reasonably satisfactory to each Note Rating Agency) from a guarantor having a short-term credit rating of at least “A-1” from Standard & Poor’s or “P-1” from Xxxxx’x or “F1” from Fitch (or such other rating below “A-1” or “P-1” or, to the Administrative Agent and each Lender Agent. (d) Prior to Notice of Exclusive Controlextent rated by Fitch, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), “F1,” as the case may be, which is acceptable to such Note Rating Agency), or (iii) the Note Rating Agency Condition will have been satisfied despite the Servicer’s inability to satisfy the rating requirement specified in clause (i) or (ii) above, or (iv) for five Business Days following any reduction of any such rating or failure to satisfy the conditions specified in clause (i) or (ii) above, the Servicer need not make daily deposits of Collections into the Collection Account as provided in the preceding paragraph, but may make deposits in an amount equal to the net amount of any actual loss incurredsuch deposits and payments which would have been made with respect to Notes to receive payments on the related Payment Dates had the conditions of this sentence not applied, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in into the Collection Account or in immediately available funds not later than 1:00 p.m., New York City time, on each applicable Note Transfer Date following the URCA Account, other than Monthly Period with respect to fraud or their own gross negligence or willful misconduct as determined which such deposit relates. To the extent that, in accordance with this Section 3.01, the Servicer has retained amounts which would otherwise be required to be deposited into a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Collection Account Bank or any of their respective Affiliates may receive compensation Supplemental Bank Account with respect to the Permitted Investments. (e) Until the Collection Dateany Monthly Period, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect be required to deposit such amounts held in the applicable Collection Account or such Supplemental Bank Account on the URCA Account, except related Note Transfer Date to the extent explicitly set forth in Section 2.04 and Section 2.22necessary to make required distributions on the related Payment Date for such Asset Pool.

Collections and Allocations. (a) The Servicer Collateral Agent shall promptly identify any collections all Available Collections received in the Pass-Through Collection Subaccount as being on account of Interest Collections, Collections or Principal Collections or other Available and direct the Account Bank to withdraw Interest Collections and Principal Collections from the Pass-Through Collection Subaccount and transfer the same to the Interest Collection Subaccount and the Principal Collection Subaccount, respectively. If the Servicer receives any collections directly, the Servicer shall transfer, or cause to be transferred, all Available Collections any such collections received directly by it (if any) to the applicable Collection Account by the close of business within two (2) Business Days after such Interest Collections and Principal Collections are received. Upon the transfer of Available Collections to the Collection Account, ; provided that the Servicer shall segregate Principal Collections and identify to the Collateral Agent any collections received directly by the Servicer as being on account of Interest Collections and transfer the same to the or Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b)Collections. (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit or will cause the Borrower to deposit into the applicable Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the The Servicer may direct the Account Bank to withdraw from the applicable Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consentwithdrawal, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentthe Collateral Agent in their respective sole discretion. (d) Prior to the delivery of a Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Controlled Accounts (other than the Custodial Account or the Pass-Through Collection Account and the URCA Account Subaccount) in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be investedremain uninvested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA any such Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA any such Controlled Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the The Borrower shall deposit in the Principal Collection Account Subaccount, the Interest Collection Subaccount or the URCA Account Unfunded Exposure Account, as the case may be (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection any Controlled Account or the URCA Account, other than with respect to fraud or fraud, their own gross negligence or willful misconduct as determined in a final decision by a court on the part of competent jurisdictionthe Collateral Agent or Account Bank. The parties hereto acknowledge that the Collateral Agent or Agent, the Account Bank Administrative Agent, a Lender or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA any Controlled Account, except to the extent explicitly set forth in Section 2.04 and 2.04, Section 2.222.17(c) or Section 2.18.

Collections and Allocations. (a) The Servicer shall promptly identify any collections received as being on account of Interest Collections, Principal Collections or other Available Collections and shall transfer, or cause to be transferred, all Available Collections received in the Concentration Account or received directly by it to the Collection Account by the close of business two on the second Business Days Day after such Collections are received. Within fifteen days following the Restatement Date, the Servicer shall instruct all Obligors to remit Interest Collections and Principal Collections directly to the Collection Account. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral AgentTrustee), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentin its sole discretion. (d) Prior to Notice notice of Exclusive Controlexclusive control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent Trustee to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account Controlled Accounts in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA any Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, maturity unless the Servicer determines in its good faith commercial judgment that there is a substantial risk of material deterioration of such Permitted Investment, in its commercially reasonable discretion. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral AgentTrustee, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Restatement Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account Unfunded Exposure Account, as the case may be (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral AgentTrustee, the Administrative Agent, any Lender Agent or any Lender the Note Purchaser shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA any Controlled Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any no rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA any Controlled Account, except to the extent explicitly set forth in Section 2.04 and or Section 2.222.21.

Collections and Allocations. (a) The Servicer shall promptly identify any collections all Available Collections received in the Collection Account as being on account of Interest Collections, Principal Collections or other Available Principal Collections and shall transfer, or cause to be transferred, segregate all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. If, notwithstanding compliance with Section 5.03(q), the Servicer receives any collections directly, the Servicer shall transfer, or cause to be transferred, any such collections received directly by it (if any) to the Collection Account by the close of business within two Business Days after such Collections are received; provided that the Servicer shall identify to the Collateral Agent any collections received directly by the Servicer as being on account of Interest Collections or Principal Collections. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account Account, as well as the amount on deposit in the Unfunded Exposure Account, on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral AgentTrustee), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentin its sole discretion. (d) Prior to Notice notice of Exclusive Controlexclusive control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent Trustee to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account Controlled Accounts in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA any Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, maturity unless the Servicer determines in its good faith commercial judgment that there is a substantial risk of material deterioration of such Permitted Investment, in its commercially reasonable discretion. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral AgentTrustee, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Restatement Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility Agreement (and any subsequent bringdown opinions of the Borrower and the Servicer and not the Collateral Agent and Account BankXxxxxx & Xxxxxxx LLP delivered thereafter). All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account Unfunded Exposure Account, as the case may be (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral AgentTrustee, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA any Controlled Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investments.USActive 00000000.1552762757.22 72 (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any no rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA any Controlled Account, except to the extent explicitly set forth in Section 2.04 and or Section 2.222.21.

Collections and Allocations. (a) The Borrower or the Servicer on behalf of the Borrower shall promptly (but in no event later than two (2) Business Days after the receipt thereof) identify any collections Collections received by it as being on account of Interest Collections, Collections or Principal Collections and deposit all such Interest Collections or other Available Collections and shall transfer, or cause to be transferred, all Available Principal Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to into the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer on behalf of the Borrower shall further include a statement as to make such deposits or payments on the amount of Principal Collections and Interest Collections on deposit date indicated by wire transfer, in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b)immediately available funds. (b) On Until the Cut-Off Date with respect to any Loan Assetoccurrence of an Event of Default, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent. (d) Prior to Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds extent there are uninvested amounts deposited in the Collection Account or Account, all amounts shall be invested in Permitted Investments selected by the URCA Account shall Servicer on behalf of the Borrower that mature not no later than the Business Day immediately preceding any the next Payment Date; from and after (i) the occurrence of an Event of Default or (ii) the appointment of a Successor Servicer, to the extent there are uninvested amounts deposited in the Collection Account, all amounts may be invested in Permitted Investments selected by the Administrative Agent that mature no later than the next Business Day. Any earnings (and losses) thereon shall be for the account of the Borrower. (c) Notwithstanding anything to the contrary contained herein or in any other Transaction Document, all payments required to be made by the Borrower hereunder shall be made by the Borrower, or the Servicer acting on its behalf, directing the Trustee to make such payments. The Trustee shall make such payments to the Secured Parties and any other Persons pursuant to this Agreement based solely on the information set forth in instructions, including the Monthly Report, furnished by the Borrower or the Servicer acting on behalf of the Borrower, and shall not be sold or disposed of prior entitled to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of conclusively rely on such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agentinformation and reports, and otherwise comply with assumptions of on the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any calculations contained therein when making such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investmentspayments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA Account, except to the extent explicitly set forth in Section 2.04 and Section 2.22.

Collections and Allocations. (a) The Portfolio Asset Servicer shall direct the Obligors to remit all Collections payable to the Borrower with respect to the Portfolio Assets directly to the Collection Accounts pursuant to a payment direction letter in form and substance satisfactory to the Initial Lender, a direction to the underlying administrative agent in customary form or, in the case of a participation, the applicable Participation Agreement. Upon receipt of Collections in each applicable Collection Account, the Portfolio Asset Servicer shall promptly identify any collections Collections received as being on account of Interest Principal Collections, Principal Current Income Collections or other Available Collections and shall transfer, or cause to be transferred, all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b)Excluded Amounts. (b) On Notwithstanding anything to the Cut-Off Date with respect contrary, to the extent any Collections are not deposited directly into a Collection Account due to any Loan Assetmistake, error or similar event, the Servicer will Borrower shall, and shall cause its Affiliates to deposit into the Collection Account all Available Collections received in by the Borrower or its Affiliates with respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on to a Collection Account within two (2) Business Days after receipt and shall, and shall cause its Affiliates to, hold in trust for the benefit of the Administrative Agent, for the benefit of the Secured Parties, all such dateAvailable Collections until so deposited. (c) With the prior written consent of respect to each Account subject to a Springing Account Control Agreement, the Administrative Agent (at the direction of the Majority Lenders) shall only deliver a copy Notice of which will be provided by Exclusive Control after the occurrence of an Event of Default. After the delivery of a Notice of Exclusive Control in the manner described in the preceding sentence that has not been withdrawn, solely the Administrative Agent (at the direction of the Majority Lenders) may withdraw, from each Account subject to such Springing Account Control Agreement, any deposits therein. (d) The Borrower shall use funds deposited in the Expense Reserve Account to pay expenses or interest due hereunder, in each case, solely in accordance with Section 2.08. (e) The Administrative Agent may and, at the request of the Borrower or the Portfolio Asset Servicer to the Collateral Agent)so long as no Event of Default has occurred and is continuing or would result therefrom, the Servicer may shall withdraw from the Collection Account any deposits thereto therein constituting Excluded Amounts and instruct the Account Bank to transfer such amounts as directed by the Borrower or the Portfolio Asset Servicer. The Administrative Agent, at the request of the Borrower or the Portfolio Asset Servicer on its behalf, shall instruct the Account Bank to withdraw amounts in an Eligible Currency held in the Collection Accounts for the purpose of exchanging and exchange such amounts into US Dollars; provided that (i) amounts received in U.S. Dollars or such other Eligible Currency, as applicable, in exchange for such Eligible Currency shall be promptly deposited into a Collection Account and (ii) if a Market Trigger Event, Rating Event or Event of Default shall have occurred and be continuing, the Servicer has, prior to Initial Lender shall have approved such withdrawal and consent(which approval shall not be unreasonably withheld, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentconditioned or delayed). (df) Prior to Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility Each of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Portfolio Asset Servicer shall not have any rights of direction or withdrawal, withdrawal with respect to amounts held in the (i) any Collection Account or the URCA Account, except (ii) the Expense Reserve Account, (iii) the Custody Accounts or (iii) the Operating Account after a Notice of Exclusive Control has been delivered to the extent explicitly set forth Account Bank in Section 2.04 accordance with the terms of the applicable Account Control Agreement and Section 2.22not withdrawn. (g) The Borrower shall not have any Account unless such Account is subject to an Account Control Agreement pursuant to the terms hereof.

Collections and Allocations. (a) The Servicer shall promptly identify any collections received as being on account of Interest Collections, Principal Collections or other Available Collections and shall transfer, or cause to be transferred, all Available Collections received directly by it to the Collection Account by the close of business two on the second Business Days Day after such Available Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account Account, as well as the amount on deposit in the Unfunded Exposure Account, on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentin its sole discretion. (d) Prior to a Notice of Exclusive ControlControl (as defined in the Control Agreement), the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions)) or, if the Servicer fails to do so, the Administrative Agent may, direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account Controlled Accounts in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, maturity unless the Servicer determines in its good faith commercial judgment that there is a substantial risk of material deterioration of such Permitted Investment, in its commercially reasonable discretion. A Permitted Investment acquired with funds deposited in the Principal Collection Account or the Unfunded Exposure Account shall mature not later than the next Business Day succeeding the day of investment, and shall not be sold or disposed of prior to its maturity unless the Servicer determines there is a substantial risk of material deterioration of such Permitted Investment, in its commercially reasonable discretion. All such Permitted Investments shall be registered in held by the name Bank subject to the Lien of the Account Bank or its nominee Collateral Agent for the benefit of the Administrative Agent or Collateral AgentSecured Parties, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated as of the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account the Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA any Controlled Account shall be distributed in accordance with the provisions of Article II hereofII. In The Borrower (or the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower on its behalf) shall deposit in the Collection Account or the URCA Account Unfunded BUSINESS.29976944.129976944.10 Exposure Account, as the case may be (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any the Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in any Controlled Account other than, in the Collection Account or case of the URCA AccountBank, other than with respect to fraud any loss that directly results from the Bank’s failure to act as instructed by the Servicer or their own Borrower, which failure constitutes fraud, gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdictionmisconduct. The parties hereto acknowledge that the Bank, the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA any Controlled Account, except to the extent explicitly set forth in Section 2.04 and or Section 2.222.21.

Collections and Allocations. The Transferor and the Servicer hereby agree: (ai) (A) for a period not to exceed 90 days, to cause all Collections which may be sent by Obligors by mail to be remitted to Post-Office Box number 4955, Houston, TX 77210-4955 which shall be collected daily by Servicer, and shall thereupon be deposited by the Servicer directly into the Initial Depository Account on the same Business Day of receipt thereof from such post-office box and, after such 90 day period, to cause all Collections which may be sent by Obligors by mail to be remitted to a post-office box which shall be collected daily by a third-party processor (pursuant to the terms of an agreement in form and substance satisfactory to the Trustee and each Certificateholder), and shall thereupon be deposited by such third-party processor directly into the Initial Depository Account on the same Business Day of receipt thereof from such post-office box; and (B) to cause all such payments to be deposited into the Collection Account within one Business Day of deposit of such payment into the Initial Depository Account; and (ii) (A) to cause all Store Payments to be deposited in the related Store Account within one Business Day of receipt thereof; and (B) to cause all such Store Payments to be deposited into the Shared Concentration Account within three Business Days of deposit of such payments into a Store Account, which Store Payments shall then be deposited into the Collection Account from the Shared Concentration Account in accordance with the terms of the Intercreditor Agreement. The Servicer shall promptly identify any collections received as being on account of Interest Collections, Principal Collections hereby agrees not to deposit or other Available Collections and shall transferotherwise credit, or cause or permit to be transferredso deposited or credited, all Available Collections received directly by it to the Collection Account by the close cash or cash proceeds other than Collections of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectivelyReceivables. The Transferor and Servicer shall further include a statement as agree to the amount of Principal Collections clearly and Interest Collections on deposit in the Principal Collection unambiguously identify each Account and the Interest Collection (including any Additional Account on each Reporting Date in the Servicing Report delivered designated pursuant to Section 6.08(b). (b2.6) On in its computer or other records to reflect that an interest in the Cut-Off Date with respect Receivables arising in such Account has been sold pursuant to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to this Agreement and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer hasshall, prior to such withdrawal and consent, delivered the sale or transfer to the Administrative Agent and each Lender Agent a report setting forth the calculation third party of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent. (d) Prior to Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines Receivable held in its good faith commercial judgment custody, examine its computer and other records to determine that there is substantial risk of material deterioration of an interest in such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and Receivable has not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investmentsbeen sold. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA Account, except to the extent explicitly set forth in Section 2.04 and Section 2.22.

Collections and Allocations. (a) The Servicer Collateral Agent shall promptly identify any collections all Available Collections received in the Collection Account as being on account of Interest Collections, Collections or Principal Collections and shall segregate all Interest Collections and Principal Collections and transfer the same to the Interest Collection Subaccount and the Principal Collection Subaccount, respectively, in each case based upon information and data received from the Borrower, the Servicer, or the related bank agent, obligor, or financial information reporting or other Available Collections and third-party sources. The Servicer shall comply with its obligations specified in Section 5.03(o). If, notwithstanding such compliance, the Servicer receives any collections directly, the Servicer shall transfer, or cause to be transferred, all Available Collections any such collections received directly by it (if any) to the Collection Account by the close of business within two (2) Business Days after such Interest Collections and Principal Collections are received. Upon the transfer of Available Collections to the Collection Account, ; provided that the Servicer shall segregate Principal Collections and identify to the Collateral Agent any collections received directly by the Servicer as being on account of Interest Collections and transfer the same or Principal Collections. The Collateral Agent shall further provide to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Interest Collections and Interest Principal Collections on deposit in the Interest Collection Subaccount and the Principal Collection Account and the Interest Collection Account on Subaccount no later than three (3) Business Days after each Reporting Determination Date for inclusion in the Servicing Report delivered pursuant to Section 6.08(b). It is understood and agreed that the Servicer shall assist the Collateral Agent in the identification of the aforementioned Interest Collections and Principal Collections for deposit into the appropriate accounts. (b) On Within two (2) Business Days of the Cut-Off Date with respect to any Loan Asset, the Servicer will (i) deposit or will cause the Borrower to deposit into the Collection Account all Available Collections denominated in Dollars received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date and (ii) deposit or will cause the Borrower to deposit into the applicable Eligible Currency Account all Available Collections not denominated in Dollars received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral on such date. The Servicer may, on any date, instruct the Account Bank to convert funds on deposit in any or all Eligible Currency Accounts into Dollars using the Spot Rate. Such converted funds shall then be transferred into the Collection Account. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentthe Collateral Agent in their reasonable discretion; provided that prior to the occurrence of an Event of Default, no such consent shall be required. (d) Prior to the delivery of a Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account Controlled Accounts in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA any Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date (unless such Permitted Investment is issued by U.S. Bank National Association or one or more of its Affiliates in its capacity as a banking institution, in which case such Permitted Investment may mature on such Payment Date), and shall not be sold or disposed of prior to its maturity, maturity unless the Servicer determines in its good faith commercial judgment that there is a substantial risk of material deterioration of such Permitted Investment, in its commercially reasonable discretion. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the The Borrower shall deposit in the Collection Account or the URCA Account Unfunded Exposure Account, as the case may be (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA any Controlled Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or Agent, the Account Bank Administrative Agent, a Lender or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA any Controlled Account, except to the extent explicitly set forth in Section 2.04 and 2.04, Section 2.222.17(c) or Section 2.18.

Collections and Allocations. (a) The Servicer (or, if the authority of the Servicer has been revoked pursuant to Section 10.01 hereof, or, if a Successor Servicer has been appointed, the Successor Servicer) shall promptly identify any collections received as being on account receive from time to time funds from each Transferor in respect of Interest Collections, Principal Collections or other Available Collections Receivables and shall transfer, or cause to be transferred, all Available Collections received directly by it from each applicable Master Trust with respect to the Collection Account by Collateral Certificates pledged to the close of business two Business Days after such Collections are receivedTrust. Upon the transfer receipt of Available Collections to the Collection Accountany funds in respect of a Collateral Certificate or Receivables, unless otherwise specified herein, the Servicer shall segregate Principal Collections and Interest Collections and transfer deposit such amounts in the same Collection Account for the Asset Pool in which such Collateral Certificate or Receivables have been designated for inclusion, which amounts shall be applied by the applicable Collateral Agent, on behalf of the Indenture Trustee, for such Asset Pool pursuant to the Principal Asset Pool Supplement for such Asset Pool. Except as otherwise provided below, the Servicer shall deposit Collections with respect to Receivables into the Collection Account for the applicable Asset Pool as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing and the Interest Collection Account, respectively. The Servicer shall further include a statement as deposit Collections received with respect to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date Collateral Certificates with respect to any Loan Asset, the Servicer will deposit Monthly Period into the Collection Account all Available Collections received for the applicable Asset Pool no later than the First Note Transfer Date for the applicable Asset Pool in respect of Eligible Loan Assets being transferred to and included as part the next succeeding Monthly Period. In the event of the Collateral Portfolio on such date. (c) With the prior written consent insolvency of the Administrative Agent (a copy Servicer, then, immediately upon the occurrence of which will be provided by the Servicer to the Collateral Agent)such event and thereafter, the Servicer may withdraw from shall deposit all Collections into the Collection Account any deposits thereto constituting Excluded Amounts if for each applicable Asset Pool and in no such event shall the Servicer hasdeposit any Collections thereafter into any account established, prior held or maintained with the Servicer. For as long as First USA remains the Servicer hereunder and (i) no Servicer Rating Event shall have occurred and be continuing or (ii) First USA obtains a guarantee or letter of credit covering risk of collection with respect to such withdrawal its deposit and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts payment obligations under this Agreement (in form and substance reasonably satisfactory to each Note Rating Agency) from a guarantor having a short-term credit rating of at least "A-1" from Standard & Poor's or "P-1" from Moody's or "F1" from Fitch (or such other rating below "A-1" or "P-1," xx xo the Administrative Agent and each Lender Agent. (d) Prior to Notice of Exclusive Controlextent rated by Fitch, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), "F1," as the case may be, which is acceptable to such Note Rating Agency), or (iii) the Note Rating Agency Condition will have been satisfied despite the Servicer's inability to satisfy the rating requirement specified in clause (i) or (ii) above, or (iv) for five Business Days following any reduction of any such rating or failure to satisfy the conditions specified in clause (i) or (ii) above, the Servicer need not make daily deposits of Collections into the Collection Account as provided in the preceding paragraph, but may make deposits in an amount equal to the net amount of any actual loss incurredsuch deposits and payments which would have been made with respect to Notes to receive payments on the related Payment Dates had the conditions of this sentence not applied, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or in immediately available funds not later than 1:00 p.m., New York City time, on each applicable Note Transfer Date following the URCA Account, other than Monthly Period with respect to fraud or their own gross negligence or willful misconduct as determined which such deposit relates. To the extent that, in accordance with this Section 3.01, the Servicer has retained amounts which would otherwise be required to be deposited into a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Collection Account Bank or any of their respective Affiliates may receive compensation Supplemental Bank Account with respect to the Permitted Investments. (e) Until the Collection Dateany Monthly Period, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect be required to deposit such amounts held in the applicable Collection Account or such applicable Supplemental Bank Account on the URCA Account, except related Note Transfer Date to the extent explicitly set forth in Section 2.04 and Section 2.22necessary to make required distributions on the related Payment Date for such Asset Pool.

Collections and Allocations. (a) The Servicer Collections of Finance ---------------------------- Charge Receivables with respect to any Due Period shall promptly identify any collections received as being on account of Interest Collections, Principal Collections or other Available Collections and shall transfer, or cause be allocated to be transferred, all Available Collections received directly by it Series 2000-1 in an amount equal to the Collection Account by the close product of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal such Collections and Interest the applicable Invested Percentage. Collections on deposit of Principal Receivables with respect to any Due Period shall be allocated to Series 2000-1 in an amount equal to the Principal Collection Account product of the amount of such Collections and the Interest Collection Account applicable Invested Percentage. Collections of Principal Receivables processed on each Reporting Date any Business Day with respect to the Accumulation Period shall be allocated to Series 2000-1 in an amount equal to the Servicing Report delivered pursuant product of the amount of such Collections and the Fixed Allocation Percentage with respect to Section 6.08(b)the Due Period in which such Business Day occurs. (b) On the Cut-Off Date with respect to any Loan Asset, the The Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent. (d) Prior to Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to investshall apply, or cause shall instruct the investment ofTrustee to apply, all Collections, Interest Rate Cap Payments and other funds on deposit in the Collection Account that are allocated to the Series 2000-1 Certificates as described in this Article IV. During the Revolving Period and the URCA Account in Permitted InvestmentsAccumulation Period, from the date Collections of this Agreement until the Collection Date. Absent any such written instruction, such funds shall Finance Charge Receivables allocable to Series 2000-1 with respect to each Due Period need not be invested. A Permitted Investment acquired with funds deposited in into the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, a daily basis after an amount equal to Monthly Interest for the amount of any actual loss incurredfollowing Distribution Date plus, in respect of any such investment, immediately upon realization of such loss. None of if ---- First North American National Bank is no longer the Account BankServicer, the Collateral AgentInvestor Monthly Servicing Fee for such Distribution Date, has been deposited into the Administrative AgentCollection Account. During the Revolving Period, any Lender Agent or any Lender shall Collections of Principal Receivables allocable to Series 2000-1 with respect to each Due Period need not be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in deposited into the Collection Account or on a daily basis; provided, however, -------- ------- that, in the URCA Accountevent that the Minimum Transferor Amount exceeds the Transferor Amount on any date, other such Collections of Principal Receivables shall be deposited into the Excess Funding Account until the Transferor Amount equals the Minimum Transferor Amount; and, provided further, that, on any date on which the sum of -------- ------- the Aggregate Principal Receivables and the Excess Funding Amount is less than the Aggregate Invested Amount, such Collections of Principal Receivables shall be deposited into the Excess Funding Account on a daily basis. During the Accumulation Period, after an amount of Collections of Principal Receivables allocable to Series 2000-1 equal to the Controlled Deposit Amount with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court each Due Period has been deposited into the Collection Account, Collections of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation Principal Receivables allocable to Series 2000-1 with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in each Due Period need not be deposited into the Collection Account or on a daily basis; provided, however, that, in the URCA Accountevent that the Minimum Transferor Amount exceeds -------- ------- the Transferor Amount on any date, except to such Collections of Principal Receivables shall be deposited into the extent explicitly set forth in Excess Funding Account until the Transferor Amount equals the Minimum Transferor Amount; and, provided further, that, on any date -------- ------- on which the sum of the Aggregate Principal Receivables and the Excess Funding Amount is less than the Aggregate Invested Amount, such Collections of Principal Receivables shall be deposited into the Excess Funding Account on a daily basis. Notwithstanding the foregoing, the Servicer need not make daily deposits of Collections into the Collection Account at any time when the requirements of Section 2.04 and Section 2.224.1(e) are satisfied.

Collections and Allocations. (a) The Each of the Borrower and the Portfolio Asset Servicer shall, and shall cause its Affiliates to, deposit all Collections received by it or its Affiliates with respect to the Portfolio Assets and the related assets in the Collateral Portfolio into the Collection Account within two (2) Business Days after receipt and shall, and shall cause its Affiliates to, hold in trust for the benefit of the Administrative Agent, for the benefit of the Secured Parties, all such Collections until so deposited. (b) Upon receipt of Collections in the Collection Account, the Portfolio Asset Servicer shall promptly identify any collections Collections received as being on account of Interest Principal Collections, Principal Interest Collections or other Excluded Amounts. The Borrower and the Portfolio Asset Servicer shall take commercially reasonable steps to confirm that only funds constituting Available Collections and shall transfer, or cause relating to be transferred, all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections Portfolio Assets are received. Upon the transfer of Available Collections to deposited into the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (b) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (c) With To the extent there are uninvested amounts deposited in the Collection Account, all such amounts may be invested in Permitted Investments as provided in the Account Control Agreement. Neither the Administrative Agent nor the Account Bank shall in any way be held liable for the selection of Permitted Investments, for determining whether an investment is a Permitted Investment or by reason of any insufficiency in the Collection Account resulting from any loss on any Permitted Investment included therein. In addition, neither the Administrative Agent nor the Account Bank shall have any liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure by any party to provide timely written consent investment direction. In the absence of any written direction from the Borrower, the funds in the Collection Account shall remain uninvested. (d) Prior to the delivery of a Notice of Exclusive Control by the Administrative Agent (a copy acting at the written direction of which will be provided by the Servicer Majority Lenders) to the Collateral Agent)Facility Servicer and Account Bank in accordance with the terms of the Account Control Agreement, the Portfolio Asset Servicer may (on behalf and at the direction of the Borrower) withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Portfolio Asset Servicer has, prior to such withdrawal and consentwithdrawal, delivered identified to the Administrative Agent and each Lender Agent a report setting forth the calculation of Facility Servicer such Excluded Amounts in form and substance reasonably satisfactory to Amounts. After the Administrative Agent and each Lender Agent. (d) Prior to delivery of a Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection Account and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account or the URCA Account shall be distributed Control in accordance with the provisions terms of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted InvestmentsAccount Control Agreement, the Borrower Administrative Agent (to the exclusion of the Portfolio Asset Servicer), shall deposit in withdraw from the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal any deposits therein constituting Excluded Amounts and pay all such amounts to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted InvestmentsBorrower. (e) Until the Collection DateExcept as set forth in clause (d) above, neither the Borrower nor the Portfolio Asset Servicer shall have any rights of direction or withdrawal, withdrawal with respect to amounts held in the Collection Account or the URCA Account, except to the extent explicitly set forth in Section 2.04 and Section 2.22.

Collections and Allocations. (a) The Borrower or the Servicer on behalf of the Borrower shall promptly (but in no event later than two Business Days after the receipt thereof) identify any collections Collections received by it as being on account of Interest Collections, Collections or Principal Collections and deposit all such Interest Collections or other Available Collections and shall transfer, or cause to be transferred, all Available Principal Collections received directly by it to into the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the appropriate Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer on behalf of the Borrower shall further include a statement as to make such deposits or payments on the amount of Principal Collections and Interest Collections on deposit date indicated by wire transfer, in the Principal Collection Account and the Interest Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b)immediately available funds. (b) On Until the Cut-Off Date with respect occurrence of a Termination Event, to any Loan Assetthe extent there are uninvested amounts deposited in the U.S. Dollar Collection Account, all amounts shall be invested in Permitted Investments selected by the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part on behalf of the Collateral Portfolio on such dateBorrower; from and after the occurrence of a Termination Event, to the extent there are uninvested amounts deposited in the U.S. Dollar Collection Account, all amounts may be invested in Permitted Investments selected by the Deal Agent that mature no later than the next Business Day. Any earnings (and losses) thereon shall be for the account of the Lenders. Uninvested amounts denominated in Alternative Currencies may not be invested in Permitted Investments. (c) With Notwithstanding anything to the prior written consent of contrary contained herein or in any other Transaction Document, all payments required to be made by the Administrative Agent (a copy of which will Borrower hereunder shall be provided made by the Borrower through the Servicer acting as its Paying Agent. In addition, the Borrower authorizes the Servicer to execute on the Collateral Agent)Borrower’s behalf, the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer hasall Funding Requests, prior Swingline Funding Requests, Alternative Currency Swingline Funding Requests, notices given pursuant to such withdrawal and consent, delivered to the Administrative Agent Section 2.4 and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory Borrower’s certification to the Administrative Agent and each Lender Agentbe delivered pursuant to Section 3.2(b)(ii). (d) Prior The Servicer shall allocate and apply Collections in each Collection Account to Notice the payment of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be amounts payable in the form Currency deposited into such Collection Account. To the extent that aggregate amounts payable or to become payable in any Currency exceed the amount of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds Collections denominated in such Currency on deposit in the Collection Account for such Currency and the URCA Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any available for such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account or the URCA Account shall mature not later than the Business Day immediately preceding any Payment Datepayment, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines Collections denominated in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned other Currency on deposits in the Collection Account or the URCA Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account or the URCA Account (with respect to investments made hereunder of funds held therein)for such Currency are available for such payment, as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account or the URCA Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (e) Until the Collection Date, neither the Borrower nor then the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account or the URCA Account, except allocate such other Collections to the extent explicitly set forth in Section 2.04 payment of such amount, and Section 2.22on the Payment Date the Servicer shall cause such other Collections to be converted to the Currency of payment using the spot selling rate as of the related Determination Date and shall apply the amounts so converted to the making of such payment.