Common use of Delivery and Maintenance of Spread Account Agreement Collateral Clause in Contracts

Delivery and Maintenance of Spread Account Agreement Collateral. (a) The Collateral Agent agrees to maintain the Spread Account Agreement Collateral received by it (or evidence thereof, in the case of book-entry securities in the name of the Collateral Agent) and all records and documents relating thereto at the office of the Collateral Agent specified in Section 8.06 or such other address as may be approved by the Controlling Party. The Collateral Agent shall keep all Spread Account Agreement Collateral and related documentation in its possession separate and apart from all other property that it is holding in its possession and from its own general assets and shall maintain accurate records pertaining to the Eligible Investments and Spread Account included in the Spread Account Agreement Collateral in such a manner as shall enable the Collateral Agent and the Issuer Secured Parties to verify the accuracy of such record-keeping. The Collateral Agent’s books and records shall at all times show that the Spread Account Agreement Collateral is held by the Collateral Agent as agent of the Issuer Secured Parties and is not the property of the Collateral Agent. The Collateral Agent will promptly report to each Issuer Secured Party and the Issuer any failure on its part to hold the Spread Account Agreement Collateral as provided in this Section 2.04(a) and will promptly take appropriate action to remedy any such failure. (b) The Collateral Agent shall permit each of the Issuer Secured Parties, or their respective duly authorized representatives, attorneys, auditors or designees, to inspect the Spread Account Agreement Collateral in the possession of or otherwise under the control of the Collateral Agent pursuant hereto at such reasonable times during normal business hours as any such Issuer Secured Party may reasonably request upon not less than one Business Day’s prior written notice. The costs and expenses associated with any such inspection will be paid by the party making such inspection. (c) All Spread Account Agreement Collateral shall be transferred to the Collateral Agent on behalf of the Issuer Secured Party in a manner consistent with the definition of “Delivery” set forth in the Sale and Servicing Agreement. (d) Notwithstanding anything to the contrary herein, the Collateral Agent: (i) is and will be acting on behalf of the Issuer Secured Parties as a securities intermediary under Article Eight of the UCC and acknowledges that it holds the Spread Account Agreement Collateral for the benefit of the Issuer Secured Parties for purposes of Section 9-313 of the UCC (ii) shall establish and maintain the Spread Account for the benefit of the Issuer Secured Parties as a holder of a security interest in the Spread Account Agreement Collateral and the Spread Account; (iii) shall treat all of the assets in the Spread Account (other than cash) as financial assets under Article Eight of the UCC; (iv) shall not hold, or exercise control (within the meaning of Article Eight or Nine of the UCC) over, the Spread Account Agreement Collateral and/or the Spread Account for the benefit of any person or entity other than the Issuer Secured Parties; (v) has received notice of the Issuer Secured Parties’ interest in the assets contained and/or to be contained in the Spread Account; and (vi) shall take instructions only from the Issuer Secured Party constituting the Controlling Party hereunder (without any consent of and notwithstanding any alternate direction of the Issuer) with respect to the Spread Account and/or the Spread Account Agreement Collateral, including, without limitation, all instructions with respect to the acquisition, transfer and disposition of assets in the Spread Account and the proceeds thereof. In accordance with the choice of law governing this Agreement set forth in Section 8.14 herein, for purposes of Article Eight of the UCC the jurisdiction of the Collateral Agent is deemed to be New York.

Delivery and Maintenance of Spread Account Agreement Collateral. (a) The Collateral Agent agrees to maintain the Spread Account Agreement Collateral received by it (or evidence thereof, in the case of book-entry securities in the name of the Collateral Agent) and all records and documents relating thereto at the office of the Collateral Agent specified in Section 8.06 or such other address as may be approved by the Controlling Party. The Collateral Agent shall keep all Spread Account Agreement Collateral and related documentation in its possession separate and apart from all other property that it is holding in its possession and from its own general assets and shall maintain accurate records pertaining to the Eligible Investments and Spread Account included in the Spread Account Agreement Collateral in such a manner as shall enable the Collateral Agent and the Issuer Trust Secured Parties to verify the accuracy of such record-keeping. The Collateral Agent’s books and records shall at all times show that the Spread Account Agreement Collateral is held by the Collateral Agent as agent of the Issuer Trust Secured Parties and is not the property of the Collateral Agent. The Collateral Agent will promptly report to each Issuer Trust Secured Party and the Issuer any failure on its part to hold the Spread Account Agreement Collateral as provided in this Section 2.04(a) and will promptly take appropriate action to remedy any such failure. (b) The Collateral Agent shall permit each of the Issuer Trust Secured Parties, or their respective duly authorized representatives, attorneys, auditors or designees, to inspect the Spread Account Agreement Collateral in the possession of or otherwise under the control of the Collateral Agent pursuant hereto at such reasonable times during normal business hours as any such Issuer Trust Secured Party may reasonably request upon not less than one Business Day’s prior written notice. The costs and expenses associated with any such inspection will be paid by the party making such inspection. (c) All Spread Account Agreement Collateral shall be transferred to the Collateral Agent on behalf of the Issuer Trust Secured Party in a manner consistent with the definition of “Delivery” set forth in the Sale and Servicing Agreement. (d) Notwithstanding anything to the contrary herein, the Collateral Agent: (i) is and will be acting on behalf of the Issuer Trust Secured Parties as a securities intermediary under Article Eight of the UCC and acknowledges that it holds the Spread Account Agreement Collateral for the benefit of the Issuer Trust Secured Parties for purposes of Section 9-313 of the UCC (ii) shall establish and maintain the Spread Account for the benefit of the Issuer Trust Secured Parties as a holder of a security interest in the Spread Account Agreement Collateral and the Spread Account; (iii) shall treat all of the assets in the Spread Account (other than cash) as financial assets under Article Eight of the UCC; (iv) shall not hold, or exercise control (within the meaning of Article Eight or Nine of the UCC) over, the Spread Account Agreement Collateral and/or the Spread Account for the benefit of any person or entity other than the Issuer Trust Secured Parties; (v) has received notice of the Issuer Trust Secured Parties’ interest in the assets contained and/or to be contained in the Spread Account; and (vi) shall take written instructions only from the Issuer Trust Secured Party constituting the Controlling Party hereunder (without any consent of and notwithstanding any alternate direction of the Issuer) with respect to the Spread Account and/or the Spread Account Agreement Collateral, including, without limitation, all instructions with respect to the acquisition, transfer and disposition of assets in the Spread Account and the proceeds thereof. In accordance with the choice of law governing this Agreement set forth in Section 8.14 herein, for purposes of Article Eight of the UCC the jurisdiction of the Collateral Agent is deemed to be New York.

Delivery and Maintenance of Spread Account Agreement Collateral. (a) The Collateral Agent agrees to maintain the Spread Account Agreement Collateral received by it (or evidence thereof, in the case of book-entry securities in the name of the Collateral Agent) and all records and documents relating thereto at the office of the Collateral Agent specified in Section 8.06 or such other address as may be approved by the Controlling Party. The Collateral Agent shall keep all Spread Account Agreement Collateral and related documentation in its possession separate and apart from all other property that it is holding in its possession and from its own general assets and shall maintain accurate records pertaining to the Eligible Investments and Spread Account included in the Spread Account Agreement Collateral in such a manner as shall enable the Collateral Agent and the Issuer Secured Parties to verify the accuracy of such record-keeping. The Collateral Agent’s books and records shall at all times show that the Spread Account Agreement Collateral is held by the Collateral Agent as agent of the Issuer Secured Parties and is not the property of the Collateral Agent. The Collateral Agent will promptly report to each Issuer Secured Party and the Issuer any failure on its part to hold the Spread Account Agreement Collateral as provided in this Section 2.04(a) and will promptly take appropriate action to remedy any such failure. (b) The Collateral Agent shall permit each of the Issuer Secured Parties, or their respective duly authorized representatives, attorneys, auditors or designees, to inspect the Spread Account Agreement Collateral in the possession of or otherwise under the control of the Collateral Agent pursuant hereto at such reasonable times during normal business hours as any such Issuer Secured Party may reasonably request upon not less than one Business Day’s prior written notice. The costs and expenses associated with any such inspection will be paid by the party making such inspection. (c) All Spread Account Agreement Collateral shall be transferred to the Collateral Agent on behalf of the Issuer Secured Party in a manner consistent with the definition of “Delivery” set forth in the Sale and Servicing Agreement. (d) Notwithstanding anything to the contrary herein, the Collateral Agent: (i) is and will be acting on behalf of the Issuer Secured Parties as a securities intermediary under Article Eight of the UCC and acknowledges that it holds the Spread Account Agreement Collateral for the benefit of the Issuer Secured Parties for purposes of Section 9-313 of the UCC UCC; (ii) shall establish and maintain the Spread Account for the benefit of the Issuer Secured Parties as a holder of a security interest in the Spread Account Agreement Collateral and the Spread Account; (iii) shall treat all of the assets in the Spread Account (other than cash) as financial assets under Article Eight of the UCC; (iv) shall not hold, or exercise control (within the meaning of Article Eight or Nine of the UCC) over, the Spread Account Agreement Collateral and/or the Spread Account for the benefit of any person or entity other than the Issuer Secured Parties; (v) has received notice of the Issuer Secured Parties’ interest in the assets contained and/or to be contained in the Spread Account; and (vi) shall take instructions only from the Issuer Secured Party constituting the Controlling Party hereunder (and shall comply with entitlement orders originated by such Issuer Secured Party without any consent of and notwithstanding any alternate direction of the Issuer) with respect to the Spread Account and/or the Spread Account Agreement Collateral, including, without limitation, all instructions with respect to the acquisition, transfer and disposition of assets in the Spread Account and the proceeds thereof. In accordance with the choice of law governing this Agreement set forth in Section 8.14 herein, for purposes of Article Eight of the UCC the jurisdiction of the Collateral Agent is deemed to be New York.

Delivery and Maintenance of Spread Account Agreement Collateral. (a) The Collateral Agent agrees to maintain the Spread Account Agreement Collateral received by it (or evidence thereof, in the case of book-entry securities in the name of the Collateral Agent) and all records and documents relating thereto at the office of the Collateral Agent specified in Section 8.06 or such other address as may be approved by the Controlling Party. The Collateral Agent shall keep all Spread Account Agreement Collateral and related documentation in its possession separate and apart from all other property that it is holding in its possession and from its own general assets and shall maintain accurate records pertaining to the Eligible Investments and Spread Account included in the Spread Account Agreement Collateral in such a manner as shall enable the Collateral Agent and the Issuer Issuing Entity Secured Parties to verify the accuracy of such record-keeping. The Collateral Agent’s 's books and records shall at all times show that the Spread Account Agreement Collateral is held by the Collateral Agent as agent of the Issuer Issuing Entity Secured Parties and is not the property of the Collateral Agent. The Collateral Agent will promptly report to each Issuer Issuing Entity Secured Party and the Issuer Issuing Entity any failure on its part to hold the Spread Account Agreement Collateral as provided in this Section 2.04(a) and will promptly take appropriate action to remedy any such failure. (b) The Collateral Agent shall permit each of the Issuer Issuing Entity Secured Parties, or their respective duly authorized representatives, attorneys, auditors or designees, to inspect the Spread Account Agreement Collateral in the possession of or otherwise under the control of the Collateral Agent pursuant hereto at such reasonable times during normal business hours as any such Issuer Issuing Entity Secured Party may reasonably request upon not less than one Business Day’s 's prior written notice. The costs and expenses associated with any such inspection will be paid by the party making such inspection. (c) All Spread Account Agreement Collateral shall be transferred to the Collateral Agent on behalf of the Issuer Issuing Entity Secured Party in a manner consistent with the definition of “"Delivery” " set forth in the Sale and Servicing Agreement. (d) Notwithstanding anything to the contrary herein, the Collateral Agent: (i) is and will be acting on behalf of the Issuer Issuing Entity Secured Parties as a securities intermediary under Article Eight of the UCC and acknowledges that it holds the Spread Account Agreement Collateral for the benefit of the Issuer Secured Parties for purposes of Section 9-313 of the UCC UCC; (ii) shall establish and maintain the Spread Account for the benefit of the Issuer Issuing Entity Secured Parties as a holder of a security interest in the Spread Account Agreement Collateral and the Spread Account; (iii) shall treat all of the assets in the Spread Account (other than cash) as financial assets under Article Eight of the UCC; (iv) shall not hold, or exercise control (within the meaning of Article Eight or Nine of the UCC) over, the Spread Account Agreement Collateral and/or the Spread Account for the benefit of any person or entity other than the Issuer Issuing Entity Secured Parties; (v) has received notice of the Issuer Issuing Entity Secured Parties’ ' interest in the assets contained and/or to be contained in the Spread Account; and (vi) shall take instructions only from the Issuer Issuing Entity Secured Party constituting the Controlling Party hereunder (and shall comply with entitlement orders originated by such Issuing Entity Secured Party without any consent of and notwithstanding any alternate direction of the IssuerIssuing Entity) with respect to the Spread Account and/or the Spread Account Agreement Collateral, including, without limitation, all instructions with respect to the acquisition, transfer and disposition of assets in the Spread Account and the proceeds thereof. In accordance with the choice of law governing this Agreement set forth in Section 8.14 8.15 herein, for purposes of Article Eight of the UCC the jurisdiction of the Collateral Agent is deemed to be New York.

Delivery and Maintenance of Spread Account Agreement Collateral. (a) The Collateral Agent agrees to maintain the Spread Account Agreement Collateral received by it (or evidence thereof, in the case of book-entry securities in the name of the Collateral Agent) and all records and documents relating thereto at the office of the Collateral Agent specified in Section 8.06 or such other address as may be approved by the Controlling Party. The Collateral Agent shall keep all Spread Account Agreement Collateral and related documentation in its possession separate and apart from all other property that it is holding in its possession and from its own general assets and shall maintain accurate records pertaining to the Eligible Investments and Spread Account included in the Spread Account Agreement Collateral in such a manner as shall enable the Collateral Agent and the Issuer Secured Parties to verify the accuracy of such record-keepingrecordkeeping. The Collateral Agent’s books and records shall at all times show that the Spread Account Agreement Collateral is held by the Collateral Agent as agent of the Issuer Secured Parties and is not the property of the Collateral Agent. The Collateral Agent will promptly report to each Issuer Secured Party and the Issuer any failure on its part to hold the Spread Account Agreement Collateral as provided in this Section 2.04(a) and will promptly take appropriate action to remedy any such failure. (b) The Collateral Agent shall permit each of the Issuer Secured Parties, or their respective duly authorized representatives, attorneys, auditors or designees, to inspect the Spread Account Agreement Collateral in the possession of or otherwise under the control of the Collateral Agent pursuant hereto at such reasonable times during normal business hours as any such Issuer Secured Party may reasonably request upon not less than one two Business Day’s prior written notice. The costs and expenses associated with any such inspection will be paid by the party making such inspection. (c) All Spread Account Agreement Collateral shall be transferred to the Collateral Agent on behalf of the Issuer Secured Party in a manner consistent with the definition of ““ Delivery” set forth in the Sale and Servicing Agreement. (d) Notwithstanding anything to the contrary herein, the Collateral Agent: (i) is and will be acting on behalf of the Issuer Secured Parties as a securities intermediary under Article Eight of the UCC and acknowledges that it holds the Spread Account Agreement Collateral for the benefit of the Issuer Secured Parties for purposes of Section 9-313 of the UCC (ii) shall establish and maintain the Spread Account for the benefit of the Issuer Secured Parties as a holder of a security interest in the Spread Account Agreement Collateral and the Spread Account; (iii) shall treat all of the assets in the Spread Account (other than cash) as financial assets under Article Eight of the UCC; (iv) shall not hold, or exercise control (within the meaning of Article Eight or Nine of the UCC) over, the Spread Account Agreement Collateral and/or and/ or the Spread Account for the benefit of any person or entity other than the Issuer Secured Parties; (v) has received notice of the Issuer Secured Parties’ interest in the assets contained and/or to be contained in the Spread Account; and (vi) shall take instructions only from the Issuer Secured Party constituting the Controlling Party hereunder (without any consent of and notwithstanding any alternate direction of the Issuer) with respect to the Spread Account and/or the Spread Account Agreement Collateral, including, without limitation, all instructions with respect to the acquisition, transfer and disposition of assets in the Spread Account and the proceeds thereof. In accordance with the choice of law governing this Agreement set forth in Section 8.14 herein, for purposes of Article Eight of the UCC the jurisdiction of the Collateral Agent is deemed to be New York.

Delivery and Maintenance of Spread Account Agreement Collateral. (a) The Collateral Agent agrees to maintain the Spread Account Agreement Collateral received by it (or evidence thereof, in the case of book-entry securities in the name of the Collateral Agent) and all records and documents relating thereto at the office of the Collateral Agent specified in Section 8.06 or such other address as may be approved by the Controlling Party. The Collateral Agent shall keep all Spread Account Agreement Collateral and related documentation in its possession separate and apart from all other property that it is holding in its possession and from its own general assets and shall maintain accurate records pertaining to the Eligible Investments and Spread Account included in the Spread Account Agreement Collateral in such a manner as shall enable the Collateral Agent and the Issuer Trust Secured Parties to verify the accuracy of such record-keeping. The Collateral Agent’s books and records shall at all times show that the Spread Account Agreement Collateral is held by the Collateral Agent as agent of the Issuer Trust Secured Parties and is not the property of the Collateral Agent. The Collateral Agent will promptly report to each Issuer Trust Secured Party and the Issuer Trust any failure on its part to hold the Spread Account Agreement Collateral as provided in this Section 2.04(a) and will promptly take appropriate action to remedy any such failure. (b) The Collateral Agent shall permit each of the Issuer Trust Secured Parties, or their respective duly authorized representatives, attorneys, auditors or designees, to inspect the Spread Account Agreement Collateral in the possession of or otherwise under the control of the Collateral Agent pursuant hereto at such reasonable times during normal business hours as any such Issuer Trust Secured Party may reasonably request upon not less than one Business Day’s prior written notice. The costs and expenses associated with any such inspection will be paid by the party making such inspection. (c) All Spread Account Agreement Collateral shall be transferred to the Collateral Agent on behalf of the Issuer Trust Secured Party in a manner consistent with the definition of “Delivery” set forth in the Sale and Servicing Agreement. (d) Notwithstanding anything to the contrary herein, the Collateral Agent: (i) is and will be acting on behalf of the Issuer Trust Secured Parties as a securities intermediary under Article Eight of the UCC and acknowledges that it holds the Spread Account Agreement Collateral for the benefit of the Issuer Trust Secured Parties for purposes of Section 9-313 of the UCC UCC; (ii) shall establish and maintain the Spread Account for the benefit of the Issuer Trust Secured Parties as a holder of a security interest in the Spread Account Agreement Collateral and the Spread Account; (iii) shall treat all of the assets in the Spread Account (other than cash) as financial assets under Article Eight of the UCC; (iv) shall not hold, or exercise control (within the meaning of Article Eight or Nine of the UCC) over, the Spread Account Agreement Collateral and/or the Spread Account for the benefit of any person or entity other than the Issuer Trust Secured Parties; (v) has received notice of the Issuer Trust Secured Parties’ interest in the assets contained and/or to be contained in the Spread Account; and (vi) shall take instructions only from the Issuer Trust Secured Party constituting the Controlling Party hereunder (and shall comply with entitlement orders originated by such Trust Secured Party without any consent of and notwithstanding any alternate direction of the IssuerTrust or other party) with respect to the Spread Account and/or the Spread Account Agreement Collateral, including, without limitation, all instructions with respect to the acquisition, transfer and disposition of assets in the Spread Account and the proceeds thereof. In accordance with the choice of law governing this Agreement set forth in Section 8.14 herein, for purposes of Article Eight of the UCC the jurisdiction of the Collateral Agent is deemed to be New York.

Delivery and Maintenance of Spread Account Agreement Collateral. (a) The Collateral Agent agrees to maintain the Spread Account Agreement Collateral received by it (or evidence thereof, in the case of book-entry securities in the name of the Collateral Agent) and all records and documents relating thereto at the office of the Collateral Agent specified in Section 8.06 or such other address as may be approved by the Controlling Party. The Collateral Agent shall keep all Spread Account Agreement Collateral and related documentation in its possession separate and apart from all other property that it is holding in its possession and from its own general assets and shall maintain accurate records pertaining to the Eligible Investments and Spread Account included in the Spread Account Agreement Collateral in such a manner as shall enable the Collateral Agent and the Issuer Secured Parties to verify the accuracy of such record-keeping. The Collateral Agent’s 's books and records shall at all times show that the Spread Account Agreement Collateral is held by the Collateral Agent as agent of the Issuer Secured Parties and is not the property of the Collateral Agent. The Collateral Agent will promptly report to each Issuer Secured Party and the Issuer any failure on its part to hold the Spread Account Agreement Collateral as provided in this Section 2.04(a) and will promptly take appropriate action to remedy any such failure. (b) The Collateral Agent shall permit each of the Issuer Secured Parties, or their respective duly authorized representatives, attorneys, auditors or designees, to inspect the Spread Account Agreement Collateral in the possession of or otherwise under the control of the Collateral Agent pursuant hereto at such reasonable times during normal business hours as any such Issuer Secured Party may reasonably request upon not less than one Business Day’s 's prior written notice. The costs and expenses associated with any such inspection will be paid by the party making such inspection. (c) All Spread Account Agreement Collateral shall be transferred to the Collateral Agent on behalf of the Issuer Secured Party in a manner consistent with the definition of “"Delivery” " set forth in the Sale and Servicing Agreement. (d) Notwithstanding anything to the contrary herein, the Collateral Agent: (i) is and will be acting on behalf of the Issuer Secured Parties as a securities intermediary under Article Eight of the UCC and acknowledges that it holds the Spread Account Agreement Collateral for the benefit of the Issuer Secured Parties for purposes of Section 9-313 of the UCC UCC; (ii) shall establish and maintain the Spread Account for the benefit of the Issuer Secured Parties as a holder of a security interest in the Spread Account Agreement Collateral and the Spread Account; (iii) shall treat all of the assets in the Spread Account (other than cash) as financial assets under Article Eight of the UCC; (iv) shall not hold, or exercise control (within the meaning of Article Eight or Nine of the UCC) over, the Spread Account Agreement Collateral and/or the Spread Account for the benefit of any person or entity other than the Issuer Secured Parties; (v) has received notice of the Issuer Secured Parties’ ' interest in the assets contained and/or to be contained in the Spread Account; and (vi) shall take instructions only from the Issuer Secured Party constituting the Controlling Party hereunder (and shall comply with entitlement orders originated by such Issuer Secured Party without any consent of and notwithstanding any alternate direction of the Issuer) with respect to the Spread Account and/or the Spread Account Agreement Collateral, including, without limitation, all instructions with respect to the acquisition, transfer and disposition of assets in the Spread Account and the proceeds thereof. In accordance with the choice of law governing this Agreement set forth in Section 8.14 herein, for purposes of Article Eight of the UCC the jurisdiction of the Collateral Agent is deemed to be New York.

Delivery and Maintenance of Spread Account Agreement Collateral. (a) The Collateral Agent agrees to maintain the Spread Account Agreement Collateral received by it (or evidence thereof, in the case of book-entry securities in the name of the Collateral Agent) and all records and documents relating thereto at the office of the Collateral Agent specified in Section 8.06 or such other address as may be approved by the Controlling Party. The Collateral Agent shall keep all Spread Account Agreement Collateral and related documentation in its possession separate and apart from all other property that it is holding in its possession and from its own general assets and shall maintain accurate records pertaining to the Eligible Investments and Spread Account included in the Spread Account Agreement Collateral in such a manner as shall enable the Collateral Agent and the Issuer Issuing Entity Secured Parties to verify the accuracy of such record-keeping. The Collateral Agent’s books and records shall at all times show that the Spread Account Agreement Collateral is held by the Collateral Agent as agent of the Issuer Issuing Entity Secured Parties and is not the property of the Collateral Agent. The Collateral Agent will promptly report to each Issuer Issuing Entity Secured Party and the Issuer Issuing Entity any failure on its part to hold the Spread Account Agreement Collateral as provided in this Section 2.04(a) and will promptly take appropriate action to remedy any such failure. (b) The Collateral Agent shall permit each of the Issuer Issuing Entity Secured Parties, or their respective duly authorized representatives, attorneys, auditors or designees, to inspect the Spread Account Agreement Collateral in the possession of or otherwise under the control of the Collateral Agent pursuant hereto at such reasonable times during normal business hours as any such Issuer Issuing Entity Secured Party may reasonably request upon not less than one Business Day’s prior written notice. The costs and expenses associated with any such inspection will be paid by the party making such inspection. (c) All Spread Account Agreement Collateral shall be transferred to the Collateral Agent on behalf of the Issuer Issuing Entity Secured Party in a manner consistent with the definition of “Delivery” set forth in the Sale and Servicing Agreement. (d) Notwithstanding anything to the contrary herein, the Collateral Agent: (i) is and will be acting on behalf of the Issuer Issuing Entity Secured Parties as a securities intermediary under Article Eight of the UCC and acknowledges that it holds the Spread Account Agreement Collateral for the benefit of the Issuer Secured Parties for purposes of Section 9-313 of the UCC UCC; (ii) shall establish and maintain the Spread Account for the benefit of the Issuer Issuing Entity Secured Parties as a holder of a security interest in the Spread Account Agreement Collateral and the Spread Account; (iii) shall treat all of the assets in the Spread Account (other than cash) as financial assets under Article Eight of the UCC; (iv) shall not hold, or exercise control (within the meaning of Article Eight or Nine of the UCC) over, the Spread Account Agreement Collateral and/or the Spread Account for the benefit of any person or entity other than the Issuer Issuing Entity Secured Parties; (v) has received notice of the Issuer Issuing Entity Secured Parties’ interest in the assets contained and/or to be contained in the Spread Account; and (vi) shall take instructions only from the Issuer Issuing Entity Secured Party constituting the Controlling Party hereunder (and shall comply with entitlement orders originated by such Issuing Entity Secured Party without any consent of and notwithstanding any alternate direction of the IssuerIssuing Entity) with respect to the Spread Account and/or the Spread Account Agreement Collateral, including, without limitation, all instructions with respect to the acquisition, transfer and disposition of assets in the Spread Account and the proceeds thereof. In accordance with the choice of law governing this Agreement set forth in Section 8.14 8.15 herein, for purposes of Article Eight of the UCC the jurisdiction of the Collateral Agent is deemed to be New York.

Delivery and Maintenance of Spread Account Agreement Collateral. (a) The Collateral Agent agrees to maintain the Spread Account Agreement Collateral received by it (or evidence thereof, in the case of book-entry securities in the name of the Collateral Agent) and all records and documents relating thereto at the office of the Collateral Agent specified in Section 8.06 or such other address as may be approved by the Controlling Party. The Collateral Agent shall keep all Spread Account Agreement Collateral and related documentation in its possession separate and apart from all other property that it is holding in its possession and from its own general assets and shall maintain accurate records pertaining to the Eligible Investments and Spread Account included in the Spread Account Agreement Collateral in such a manner as shall enable the Collateral Agent and the Issuer Secured Parties to verify the accuracy of such record-keeping. The Collateral Agent’s books and records shall at all times show that the Spread Account Agreement Collateral is held by the Collateral Agent as agent of the Issuer Secured Parties and is not the property of the Collateral Agent. The Collateral Agent will promptly report to each Issuer Secured Party and the Issuer any failure on its part to hold the Spread Account Agreement Collateral as provided in this Section 2.04(a) and will promptly take appropriate action to remedy any such failure. (b) The Collateral Agent shall permit each of the Issuer Secured Parties, or their respective duly authorized representatives, attorneys, auditors or designees, to inspect the Spread Account Agreement Collateral in the possession of or otherwise under the control of the Collateral Agent pursuant hereto at such reasonable times during normal business hours as any such Issuer Secured Party may reasonably request upon not less than one Business Day’s prior written notice. The costs and expenses associated with any such inspection will be paid by the party making such inspection. (c) All Spread Account Agreement Collateral shall be transferred to the Collateral Agent on behalf of the Issuer Secured Party in a manner consistent with the definition of “Delivery” set forth in the Sale and Servicing Agreement. (d) Notwithstanding anything to the contrary herein, the Collateral Agent: (i) is and will be acting on behalf of the Issuer Secured Parties as a securities intermediary under Article Eight of the UCC and acknowledges that it holds the Spread Account Agreement Collateral for the benefit of the Issuer Secured Parties for purposes of Section 9-313 of the UCC UCC; (ii) shall establish and maintain the Spread Account for the benefit of the Issuer Secured Parties as a holder of a security interest in the Spread Account Agreement Collateral and the Spread Account; (iii) shall treat all of the assets in the Spread Account (other than cash) as financial assets under Article Eight of the UCC; (iv) shall not hold, or exercise control (within the meaning of Article Eight or Nine of the UCC) over, the Spread Account Agreement Collateral and/or the Spread Account for the benefit of any person or entity other than the Issuer Secured Parties; (v) has received notice of the Issuer Secured Parties’ interest in the assets contained and/or to be contained in the Spread Account; and (vi) shall take instructions only from the Issuer Secured Party constituting the Controlling Party hereunder (and shall comply with entitlement orders originated by such Issuer Secured Party without any consent of and notwithstanding any alternate direction of the IssuerIssuer or other party) with respect to the Spread Account and/or the Spread Account Agreement Collateral, including, without limitation, all instructions with respect to the acquisition, transfer and disposition of assets in the Spread Account and the proceeds thereof. In accordance with the choice of law governing this Agreement set forth in Section 8.14 herein, for purposes of Article Eight of the UCC the jurisdiction of the Collateral Agent is deemed to be New York.

Delivery and Maintenance of Spread Account Agreement Collateral. (a) The Collateral Agent agrees to maintain the Spread Account Agreement Collateral received by it (or evidence thereof, in the case of book-entry securities in the name of the Collateral Agent) and all records and documents relating thereto at the office of the Collateral Agent specified in Section 8.06 or such other address as may be approved by the Controlling Party. The Collateral Agent shall keep all Spread Account Agreement Collateral and related documentation in its possession separate and apart from all other property that it is holding in its possession and from its own general assets and shall maintain accurate records pertaining to the Eligible Investments and Spread Account included in the Spread Account Agreement Collateral in such a manner as shall enable the Collateral Agent and the Issuer Secured Parties to verify the accuracy of such record-keeping. The Collateral Agent’s books and records shall at all times show that the Spread Account Agreement Collateral is held by the Collateral Agent as agent of the Issuer Secured Parties and is not the property of the Collateral Agent. The Collateral Agent will promptly report to each Issuer Secured Party and the Issuer any failure on its part to hold the Spread Account Agreement Collateral as provided in this Section 2.04(a) and will promptly take appropriate action to remedy any such failure. (b) The Collateral Agent shall permit each of the Issuer Secured Parties, or their respective duly authorized representatives, attorneys, auditors or designees, to inspect the Spread Account Agreement Collateral in the possession of or otherwise under the control of the Collateral Agent pursuant hereto at such reasonable times during normal business hours as any such Issuer Secured Party may reasonably request upon not less than one Business Day’s prior written notice. The costs and expenses associated with any such inspection will be paid by the party making such inspection. (c) All Spread Account Agreement Collateral shall be transferred to the Collateral Agent on behalf of the Issuer Secured Party in Parties a manner consistent with the definition of “Delivery” set forth in the Sale and Servicing Agreement. (d) Notwithstanding anything to the contrary herein, the Collateral Agent: (i) is and will be acting on behalf of the Issuer Secured Parties as a securities intermediary under Article Eight of the UCC and acknowledges that it holds the Spread Account Agreement Collateral for the benefit of the Issuer Secured Parties for purposes of Section 9-313 of the UCC (ii) shall establish and maintain the Spread Account for the benefit of the Issuer Secured Parties as a holder of a security interest in the Spread Account Agreement Collateral and the Spread Account; (iii) shall treat all of the assets in the Spread Account (other than cash) as financial assets under Article Eight of the UCC; ; (iv) shall not hold, or exercise control (within the meaning of Article Eight or Nine of the UCC) over, the Spread Account Agreement Collateral and/or the Spread Account for the benefit of any person or entity other than the Issuer Secured Parties; (v) has received notice of the Issuer Secured Parties’ interest in the assets contained and/or to be contained in the Spread Account; and (vi) shall take instructions only from the Issuer Secured Party constituting the Controlling Party hereunder (without any consent of and notwithstanding any alternate direction of the Issuer) with respect to the Spread Account and/or the Spread Account Agreement Collateral, including, without limitation, all instructions with respect to the acquisition, transfer and disposition of assets in the Spread Account and the proceeds thereof. In accordance with the choice of law governing this Agreement set forth in Section 8.14 herein, for purposes of Article Eight of the UCC the jurisdiction of the Collateral Agent is deemed to be New York.

Delivery and Maintenance of Spread Account Agreement Collateral. (a) The Collateral Agent agrees to maintain the Spread Account Agreement Collateral received by it (or evidence thereof, in the case of book-entry securities in the name of the Collateral Agent) and all records and documents relating thereto at the office of the Collateral Agent specified in Section 8.06 or such other address as may be approved by the Controlling Party. The Collateral Agent shall keep all Spread Account Agreement Collateral and related documentation in its possession separate and apart from all other property that it is holding in its possession and from its own general assets and shall maintain accurate records pertaining to the Eligible Investments and Spread Account included in the Spread Account Agreement Collateral in such a manner as shall enable the Collateral Agent and the Issuer Secured Parties to verify the accuracy of such record-keepingrecordkeeping. The Collateral Agent’s 's books and records shall at all times show that the Spread Account Agreement Collateral is held by the Collateral Agent as agent of the Issuer Secured Parties and is not the property of the Collateral Agent. The Collateral Agent will promptly report to each Issuer Secured Party and the Issuer any failure on its part to hold the Spread Account Agreement Collateral as provided in this Section 2.04(a) and will promptly take appropriate action to remedy any such failure. (b) The Collateral Agent shall permit each of the Issuer Secured Parties, or their respective duly authorized representatives, attorneys, auditors or designees, to inspect the Spread Account Agreement Collateral in the possession of or otherwise under the control of the Collateral Agent pursuant hereto at such reasonable times during normal business hours as any such Issuer Secured Party may reasonably request upon not less than one two Business Day’s 's prior written notice. The costs and expenses associated with any such inspection will be paid by the party making such inspection. (c) All Spread Account Agreement Collateral shall be transferred to the Collateral Agent on behalf of the Issuer Secured Party in a manner consistent with the definition of “" Delivery” " set forth in the Sale and Servicing Agreement. (d) Notwithstanding anything to the contrary herein, the Collateral Agent: (i) is and will be acting on behalf of the Issuer Secured Parties as a securities intermediary under Article Eight of the UCC and acknowledges that it holds the Spread Account Agreement Collateral for the benefit of the Issuer Secured Parties for purposes of Section 9-313 of the UCC (ii) shall establish and maintain the Spread Account for the benefit of the Issuer Secured Parties as a holder of a security interest in the Spread Account Agreement Collateral and the Spread Account; (iii) shall treat all of the assets in the Spread Account (other than cash) as financial assets under Article Eight of the UCC; (iv) shall not hold, or exercise control (within the meaning of Article Eight or Nine of the UCC) over, the Spread Account Agreement Collateral and/or the Spread Account for the benefit of any person or entity other than the Issuer Secured Parties; (v) has received notice of the Issuer Secured Parties’ ' interest in the assets contained and/or to be contained in the Spread Account; and (vi) shall take instructions only from the Issuer Secured Party constituting the Controlling Party hereunder (without any consent of and notwithstanding any alternate direction of the Issuer) with respect to the Spread Account and/or the Spread Account Agreement Collateral, including, without limitation, all instructions with respect to the acquisition, transfer and disposition of assets in the Spread Account and the proceeds thereof. In accordance with the choice of law governing this Agreement set forth in Section 8.14 herein, for purposes of Article Eight of the UCC the jurisdiction of the Collateral Agent is deemed to be New York.

Delivery and Maintenance of Spread Account Agreement Collateral. (a) The Collateral Agent agrees to maintain the Spread Account Agreement Collateral received by it (or evidence thereof, in the case of book-entry securities in the name of the Collateral Agent) and all records and documents relating thereto at the office of the Collateral Agent specified in Section 8.06 or such other address as may be approved by the Controlling Party. The Collateral Agent shall keep all Spread Account Agreement Collateral and related documentation in its possession separate and apart from all other property that it is holding in its possession and from its own general assets and shall maintain accurate records pertaining to the Eligible Investments and Spread Account included in the Spread Account Agreement Collateral in such a manner as shall enable the Collateral Agent and the Issuer Secured Parties to verify the accuracy of such record-keeping. The Collateral Agent’s 's books and records shall at all times show that the Spread Account Agreement Collateral is held by the Collateral Agent as agent of the Issuer Secured Parties and is not the property of the Collateral Agent. The Collateral Agent will promptly report to each Issuer Secured Party and the Issuer any failure on its part to hold the Spread Account Agreement Collateral as provided in this Section 2.04(a) and will promptly take appropriate action to remedy any such failure.. Back to Contents (b) The Collateral Agent shall permit each of the Issuer Secured Parties, or their respective duly authorized representatives, attorneys, auditors or designees, to inspect the Spread Account Agreement Collateral in the possession of or otherwise under the control of the Collateral Agent pursuant hereto at such reasonable times during normal business hours as any such Issuer Secured Party may reasonably request upon not less than one Business Day’s 's prior written notice. The costs and expenses associated with any such inspection will be paid by the party making such inspection. (c) All Spread Account Agreement Collateral shall be transferred to the Collateral Agent on behalf of the Issuer Secured Party in a manner consistent with the definition of “"Delivery” " set forth in the Sale and Servicing Agreement. (d) Notwithstanding anything to the contrary herein, the Collateral Agent: (i) is and will be acting on behalf of the Issuer Secured Parties as a securities intermediary under Article Eight of the UCC and acknowledges that it holds the Spread Account Agreement Collateral for the benefit of the Issuer Secured Parties for purposes of Section 9-313 of the UCC UCC; (ii) shall establish and maintain the Spread Account for the benefit of the Issuer Secured Parties as a holder of a security interest in the Spread Account Agreement Collateral and the Spread Account; (iii) shall treat all of the assets in the Spread Account (other than cash) as financial assets under Article Eight of the UCC; (iv) shall not hold, or exercise control (within the meaning of Article Eight or Nine of the UCC) over, the Spread Account Agreement Collateral and/or the Spread Account for the benefit of any person or entity other than the Issuer Secured Parties; (v) has received notice of the Issuer Secured Parties’ ' interest in the assets contained and/or to be contained in the Spread Account; and (vi) shall take instructions only from the Issuer Secured Party constituting the Controlling Party hereunder (and shall comply with entitlement orders originated by such Issuer Secured Party without any consent of and notwithstanding any alternate direction of the Issuer) with respect to the Spread Account and/or the Spread Account Agreement Collateral, including, without limitation, all instructions with respect to the acquisition, transfer and disposition of assets in the Spread Account and the proceeds thereof. In accordance with the choice of law governing this Agreement set forth in Section 8.14 herein, for purposes of Article Eight of the UCC the jurisdiction of the Collateral Agent is deemed to be New York.

Delivery and Maintenance of Spread Account Agreement Collateral. (a) The Collateral Agent agrees to maintain the Spread Account Agreement Collateral received by it (or evidence thereof, in the case of book-entry securities in the name of the Collateral Agent) and all records and documents relating thereto at the office of the Collateral Agent specified in Section 8.06 or such other address as may be approved by the Controlling Party. The Collateral Agent shall keep all Spread Account Agreement Collateral and related documentation in its possession separate and apart from all other property that it is holding in its possession and from its own general assets and shall maintain accurate records pertaining to the Eligible Investments and Spread Account included in the Spread Account Agreement Collateral in such a manner as shall enable the Collateral Agent and the Issuer Secured Parties to verify the accuracy of such record-keeping. The Collateral Agent’s books and records shall at all times show that the Spread Account Agreement Collateral is held by the Collateral Agent as agent of the Issuer Secured Parties and is not the property of the Collateral Agent. The Collateral Agent will promptly report to each Issuer Secured Party and the Issuer any failure on its part to hold the Spread Account Agreement Collateral as provided in this Section 2.04(a) and will promptly take appropriate action to remedy any such failure. (b) The Collateral Agent shall permit each of the Issuer Secured Parties, or their respective duly authorized representatives, attorneys, auditors or designees, to inspect the Spread Account Agreement Collateral in the possession of or otherwise under the control of the Collateral Agent pursuant hereto at such reasonable times during normal business hours as any such Issuer Secured Party may reasonably request upon not less than one Business Day’s prior written notice. The costs and expenses associated with any such inspection will be paid by the party making such inspection. (c) All Spread Account Agreement Collateral shall be transferred to the Collateral Agent on behalf of the Issuer Secured Party in Parties a manner consistent with the definition of “Delivery” set forth in the Sale and Servicing Agreement. (d) Notwithstanding anything to the contrary herein, the Collateral Agent: (i) is and will be acting on behalf of the Issuer Secured Parties as a securities intermediary under Article Eight of the UCC and acknowledges that it holds the Spread Account Agreement Collateral for the benefit of the Issuer Secured Parties for purposes of Section 9-313 of the UCC (ii) shall establish and maintain the Spread Account for the benefit of the Issuer Secured Parties as a holder of a security interest in the Spread Account Agreement Collateral and the Spread Account; (iii) shall treat all of the assets in the Spread Account (other than cash) as financial assets under Article Eight of the UCC; (iv) shall not hold, or exercise control (within the meaning of Article Eight or Nine of the UCC) over, the Spread Account Agreement Collateral and/or the Spread Account for the benefit of any person or entity other than the Issuer Secured Parties; (v) has received notice of the Issuer Secured Parties’ interest in the assets contained and/or to be contained in the Spread Account; and (vi) shall take instructions only from the Issuer Secured Party constituting the Controlling Party hereunder (without any consent of and notwithstanding any alternate direction of the Issuer) with respect to the Spread Account and/or the Spread Account Agreement Collateral, including, without limitation, all instructions with respect to the acquisition, transfer and disposition of assets in the Spread Account and the proceeds thereof. In accordance with the choice of law governing this Agreement set forth in Section 8.14 herein, for purposes of Article Eight of the UCC the jurisdiction of the Collateral Agent is deemed to be New York.