Common use of Establishment of Accounts Clause in Contracts

Establishment of Accounts. (a) The Servicer shall establish and maintain an Eligible Account with the Securities Intermediary in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “Collection Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Establishment of Accounts. (a) The Servicer As of the Closing Date, the Issuer covenants to have established and shall establish thereafter maintain the Finance Charge Account, the Principal Account, the Principal Accumulation Account, the Distribution Account, the Reserve Account and maintain the Spread Account, each of which shall be an Eligible Account with the Securities Intermediary in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “Collection Deposit Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To If the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment depositary institution wishes to resign as depositary of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part any of the Supplemental Servicing Fee and Series Accounts for any losses and investment expenses reason or fails to carry out the instructions of the Issuer for any reason, then the Issuer shall be charged against promptly notify the funds Indenture Trustee on deposit in behalf of the related AccountNoteholders. (ic) Except as otherwise provided in Section 4.01(b)On or before the Closing Date, the Indenture Trustee Issuer shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other a depositary agreement related to such account govern the Series Accounts pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account accounts are continuously identified in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institutiondepositary institution’s customary procedures such that such Eligible Institution establishes books and records as subject to a Security Entitlement security interest in favor of the Indenture Trustee with respect thereto over which on behalf of the Noteholders and, except as may be expressly provided herein to the contrary, in order to perfect the security interest of the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer on behalf of the Noteholders under the UCC, the Indenture Trustee on behalf of the Noteholders shall have the powerpower to direct disposition of the funds in the Series Accounts without further consent by the Issuer; provided however, revocable that prior to the delivery by the Indenture Trustee on behalf of the Noteholders of notice otherwise, the Issuer shall have the right to direct the disposition of funds in the Series Accounts; provided further that the Indenture Trustee on behalf of the Noteholders agrees that it will not deliver such notice or by exercise its power to direct disposition of the Owner Trustee with funds in the Series Accounts unless an Event of Default has occurred and is continuing. (d) The Issuer shall not close any of the Series Accounts unless it shall have (i) received the prior consent of the Indenture TrusteeTrustee on behalf of the Noteholders, (ii) established a new Eligible Deposit Account with the depositary institution or with a new depositary institution satisfactory to instruct the Indenture Trustee on behalf of the Noteholders, (iii) entered into a depositary agreement to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee govern such new account(s) with such new depositary institution which agreement is satisfactory in all respects to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee on behalf of the Noteholders (whereupon such new account(s) shall become the applicable Series Account(s) for all purposes of this Indenture Supplement), and (iv) taken all such action as the Indenture Trustee on behalf of the Noteholders shall reasonably require to carry out its duties grant and perfect a first priority security interest in such account(s) under the Indenturethis Indenture Supplement.

Establishment of Accounts. (a) The Servicer shall establish and maintain an Eligible Account with the Securities Intermediary and in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “Collection Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Note Distribution Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary Indenture Trustee in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Accounts (other than the Yield Supplement Account and the Reserve Fund) (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement each Account and the Collection Certificate Distribution Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or IssuerServicer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Establishment of Accounts. (a) The Servicer On or prior to the Distribution Date on which any Certificates are then held by anyone other than the Administrator or one of its Affiliates, the Paying Agent, for the benefit of the Certificateholders, shall establish and maintain an Eligible Account with the Securities Intermediary maintain, or shall cause to be established and maintained, in the name of the Indenture Trustee for Issuer, the benefit of (i) the Securityholders certificate distribution account (the “Collection Account”), (ii) the Noteholders (the “Note Certificate Distribution Account”). The Certificate Distribution Account shall be established and maintained as an Eligible Account, (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held by the Issuer under the sole dominion and control of the Paying Agent for the benefit of the related SecurityholdersCertificateholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account No checks shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer issued, printed, or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Account (net of losses and investment expenses) shall be paid honored with respect to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Certificate Distribution Account. (i) Except as otherwise provided in . Subject to Section 4.01(b5.01(b), the Indenture Trustee Paying Agent shall possess all right, title and interest in all funds on deposit from time to time in the Accounts Certificate Distribution Account and in all proceeds thereof (including all income thereon) and all such fundsthereof. Except as otherwise expressly provided herein, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts Certificate Distribution Account shall be under the sole dominion and control of the Indenture Trustee Paying Agent for the benefit of the Noteholders Certificateholders. If, at any time, the Certificate Distribution Account ceases to be an Eligible Account or if the majority of Certificateholders, in their sole discretion, notify the Paying Agent in writing that the Certificate Distribution Account should be moved, then the Paying Agent (or the SecurityholdersAdministrator on behalf of the Paying Agent, as if the case may beCertificate Distribution Account is not then held by the Paying Agent or an Affiliate thereof) shall within 10 Business Days establish a new equivalent Eligible Account at a depository institution or trust company selected by a majority of the Certificateholders and shall transfer any cash and/or any investments to such new account. (iib) Notwithstanding anything else contained hereinConcurrently with the execution and delivery of the Indenture, the Servicer agrees that will establish and maintain, or shall cause to be established and maintained, at the Reserve Funddirection of the Depositor, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by in the name of and under the control of the Indenture Trustee without further consent by in accordance with Section 5.01 of the Servicer Sale and Servicing Agreement. The Indenture Trustee will be obligated to transfer to the Designated Account all funds or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to investments held in the Collection Account on the Distribution Date on which it agrees to comply with Entitlement Orders of any Person other than the Notes have been paid in full or the Indenture Trustee; is otherwise terminated (C) excluding any amounts to be retained for distribution in respect of Notes that are not promptly delivered for payment on such Distribution Date), and to take all Account Property delivered necessary or credited appropriate actions to it transfer all right, title and interest of the Indenture Trustee in connection with such account funds or investments and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account the Designated Account. Amounts on deposit in the name ofCertificate Distribution Account shall be held uninvested, and the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has ControlPaying Agent shall not be liable for any interest thereon. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Establishment of Accounts. (a) The Servicer shall establish and maintain an Eligible Account with the Securities Intermediary and in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “Collection Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible InstitutionInstitution within 30 days. (b) To the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary Indenture Trustee in Eligible Investments selected in writing by the Servicer or maintained in cash. No ; provided, that, all amounts held in the Note Distribution Account will not be invested. Earnings on investment of funds in the Collection Account (net of losses and investment expenses) ), if any, shall be paid to the Servicer as part of the Supplemental Servicing Fee Fee, and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or IssuerServicer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Establishment of Accounts. (a) The Servicer shall establish and maintain an Eligible Account with the Securities Intermediary in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “Collection Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible InstitutionInstitution within 30 days. (b) To the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Establishment of Accounts. (a) The Servicer shall establish and maintain an Eligible Account with the Securities Intermediary and in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “"Collection Account”"), (ii) the Noteholders (the “"Note Distribution Account”"), (iii) the Securityholders Noteholders (the “"Reserve Fund”) and "), (iv) the Securityholders (the “"Yield Supplement Account”") and (v) the Securityholders (the "Payahead Account"), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To the extent permitted by applicable laws, rules and regulations, all amounts held in (i) the Collection Account, the Note Distribution Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary Indenture Trustee in Eligible Investments selected in writing by the Servicer or maintained in cash and (ii) the Payahead Account shall be either invested by the Indenture Trustee in investments defined in clause (vii) of the definition of the term "Eligible Investments" selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Accounts (other than the Yield Supplement Account and the Reserve Fund) (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement each Account and the Collection Certificate Distribution Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or IssuerServicer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s 's customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Establishment of Accounts. (a) The Servicer shall establish and maintain an Eligible Account with the Securities Intermediary in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “Collection Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this AgreementIf, in the event that the Indenture Trustee is no longer at any time, any Account ceases to be an Eligible InstitutionAccount, the Servicer shall, with the assistance of the Indenture Trustee as necessary, within 30 days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of such fact, cause the Accounts new accounts to be moved established as Eligible Accounts and shall redirect the Indenture Trustee in writing to an Eligible Institutiontransfer any cash and/or investments to such new Account. (b) To the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only as Eligible Accounts with an Eligible Institution institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution institution maintaining the related Account in accordance with such Eligible Institutioninstitution’s customary procedures such that such Eligible Institution institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible InstitutionSecurities Intermediary) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Establishment of Accounts. (a) The Servicer Servicer, on behalf of the Owner Trustee and the Indenture Trustee, shall establish and maintain an Eligible the Collection Account with the Securities Intermediary in the name of the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the Securityholders (deposits of the “Collection Account”), Indenture Trustee have the Required Deposit Rating or (ii) the Noteholders Collection Account is maintained in a segregated trust account in the trust department of the Indenture Trustee; provided, however, that all amounts held in the Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the “Note Distribution Account”Servicer shall have failed to give investment directions for any funds on deposit in the Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iii) the Securityholders (the “Reserve Fund”) and (iv) or (vi) of the Securityholders (definition of Eligible Investments. All such Eligible Investments shall mature not later than the “Yield Supplement Account”)Business Day preceding the next Distribution Date, in each casesuch manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Indenture Trustee. (b) Earnings on investment of funds in the Collection Account shall be paid to the Servicer as servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the Collection Account. (c) Subject to the foregoing, the Servicer, on behalf of the Owner Trustee and the Indenture Trustee, shall establish and maintain the Collection Account as an Eligible Deposit Account in the name of and under the exclusive control of the Indenture Trustee, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, The Indenture Trustee shall transfer all amounts remaining on deposit in the event that Collection Account on the Indenture Trustee is no longer an Eligible Institution, Distribution Date on which the Servicer shall, with the assistance Notes of all Classes have been paid in full (or substantially all of the Indenture Trustee as necessaryTrust Estate is otherwise released from the lien of the Indenture) to another Eligible Deposit Account established pursuant to the Trust Agreement for the benefit of the Certificateholders (the “Trust Collection Account”), cause the Accounts and take all necessary or appropriate actions to be moved to an Eligible Institution. (b) To the extent permitted by applicable lawstransfer all of its right, rules title and regulations, all amounts held interest in the Collection Account, all funds or investments held therein and all proceeds thereof, whether or not on behalf of the Reserve Fund and Securityholders, to the Yield Supplement Owner Trustee for the benefit of the Certificateholders, subject to the limitations set forth in the Indenture with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Distribution Date. After the transfer to the Trust Collection Account described in the immediately preceding sentence, references in this Agreement to “Collection Account” shall be either invested by deemed to be references to the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in “Trust Collection Account.” (d) With respect to the Collection Account (net of losses and investment expenses) shall be paid to all property held therein, the Servicer as part of Owner Trustee agrees, by its acceptance hereof that, on the Supplemental Servicing Fee terms and any losses and investment expenses shall be charged against the funds on deposit conditions set forth in the related Account. (i) Except Indenture, for so long as otherwise provided in Section 4.01(b)Notes of any Class remain outstanding, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time therein (excluding interest or investment income thereon payable to time in the Accounts Servicer or the Seller, as the case may be), and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or and the SecurityholdersCertificateholders, as the case may be. (ii) Notwithstanding anything else contained herein, as set forth in the Indenture. The parties hereto agree that the Issuer, the Servicer agrees Owner Trustee and the Holders of the Certificates have no right, title or interest in the Reserve Account or any amounts on deposit therein at any time. The parties hereto agree that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting the Servicer Servicer, Indenture Trustee or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement Agreement, as the case may be. Notwithstanding the foregoing, the Servicer shall be entitled to withhold, or permitting to be reimbursed from amounts otherwise payable into or on deposit in the Indenture Trustee Collection Account, as the case may be, amounts previously deposited in the Collection Account but later determined to carry out its duties under the Indenturehave resulted from mistaken deposits or posting.

Establishment of Accounts. (a) The Servicer As of the Closing Date, the Issuer covenants to have established and shall establish thereafter maintain the Finance Charge Account, the Principal Account, the Principal Accumulation Account, the Distribution Account, the Reserve Account and maintain the Spread Account (collectively, the “Series Accounts”) each of which shall be an Eligible Account with the Securities Intermediary in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “Collection Deposit Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To If the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment depositary institution wishes to resign as depositary of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part any of the Supplemental Servicing Fee and Series Accounts for any losses and investment expenses reason or fails to carry out the instructions of the Issuer for any reason, then the Issuer shall be charged against promptly notify the funds Indenture Trustee on deposit in behalf of the related AccountNoteholders. (ic) Except as otherwise provided in Section 4.01(b)On or before the Closing Date, the Indenture Trustee Issuer shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other a depositary agreement related to such account govern the Series Accounts pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account accounts are continuously identified in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institutiondepositary institution’s customary procedures such that such Eligible Institution establishes books and records as subject to a Security Entitlement security interest in favor of the Indenture Trustee with respect thereto over which on behalf of the Noteholders and, except as may be expressly provided herein to the contrary, in order to perfect the security interest of the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer on behalf of the Noteholders under the UCC, the Indenture Trustee on behalf of the Noteholders shall have the powerpower to direct disposition of the funds in the Series Accounts without further consent by the Issuer; provided however, revocable that prior to the delivery by the Indenture Trustee on behalf of the Noteholders of notice otherwise, the Issuer shall have the right to direct the disposition of funds in the Series Accounts; provided further that the Indenture Trustee on behalf of the Noteholders agrees that it will not deliver such notice or by exercise its power to direct disposition of the Owner Trustee with funds in the Series Accounts unless an Event of Default has occurred and is continuing. (d) The Issuer shall not close any of the Series Accounts unless it shall have (i) received the prior consent of the Indenture TrusteeTrustee on behalf of the Noteholders, (ii) established a new Eligible Deposit Account with the depositary institution or with a new depositary institution satisfactory to instruct the Indenture Trustee on behalf of the Noteholders, (iii) entered into a depositary agreement to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee govern such new account(s) with such new depositary institution which agreement is satisfactory in all respects to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee on behalf of the Noteholders (whereupon such new account(s) shall become the applicable Series Account(s) for all purposes of this Indenture Supplement), and (iv) taken all such action as the Indenture Trustee on behalf of the Noteholders shall reasonably require to carry out its duties grant and perfect a first priority security interest in such account(s) under the Indenturethis Indenture Supplement.

Establishment of Accounts. (a) The Servicer shall establish and maintain an Eligible Account with the Securities Intermediary and in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “Collection Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders Noteholders (the “Reserve Fund”) and ), (iv) the Securityholders (the “Yield Supplement Account”) and (v) the Securityholders (the “Payahead Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To the extent permitted by applicable laws, rules and regulations, all amounts held in (i) the Collection Account, the Note Distribution Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary Indenture Trustee in Eligible Investments selected in writing by the Servicer or maintained in cash and (ii) the Payahead Account shall be either invested by the Indenture Trustee in investments defined in clause (vii) of the definition of the term “Eligible Investments” selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Accounts (other than the Yield Supplement Account and the Reserve Fund) (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement each Account and the Collection Certificate Distribution Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or IssuerServicer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Establishment of Accounts. (a) The Servicer On or prior to the Distribution Date on which the Notes of all Classes have been paid in full (or substantially all of the Trust Estate is otherwise released from the lien of the Indenture), the Owner Trustee, for the benefit of the Certificateholders, shall establish and maintain an Eligible Account with the Securities Intermediary maintain, or shall cause to be established and maintained, in the name of the Indenture Trustee for Trust (or in such other name as shall be specified in the benefit of (i) Sale and Servicing Agreement), the Securityholders trust collection account (the “Trust Collection Account”). The Trust Collection Account shall be established and maintained as an Eligible Deposit Account, (ii) and, subject to provisions of the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) Sale and (iv) the Securityholders (the “Yield Supplement Account”), in each caseServicing Agreement, bearing a designation clearly indicating that that, subject to Section 5.01(b), the funds deposited therein are held by the Trust for the benefit of the related Securityholders. Except as otherwise provided in this AgreementCertificateholders, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, each case in accordance with the assistance Section 5.01 of the Indenture Trustee as necessary, cause the Accounts Sale and Servicing Agreement. Subject to be moved to an Eligible Institution. (b) To the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b5.01(b), the Indenture Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts Trust Collection Account and in all proceeds thereof (including all income thereon) and all such fundsother than any net investment earnings on Eligible Investments held therein). Except as otherwise expressly provided herein, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts Collection Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholders. If, at any time, the Trust Collection Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Administrator on behalf of the Owner Trustee, if the Trust Collection Account is not then held by the Owner Trustee or an affiliate thereof) shall within 10 Business Days establish a new equivalent Eligible Deposit Account and shall transfer any cash and/or any investments to such new account. (b) Concurrently with the execution and delivery of the Indenture, the Servicer will establish and maintain, or shall cause to be established and maintained, at the direction of the Depositor, the Collection Account in the name of and under the control of the Indenture Trustee for the benefit of the Securityholders in accordance with Section 5.01 of the Sale and Servicing Agreement. The Indenture Trustee will be obligated to transfer back to the Owner Trustee, for the benefit of the Certificateholders, all funds or investments held in the Collection Account on the Distribution Date on which the Notes of all Classes have been paid in full or the Indenture is otherwise terminated (excluding any amounts to be retained for distribution in respect of Notes that are not promptly delivered for payment on such Distribution Date), and to take all necessary or appropriate actions to transfer all right, title and interest of the Indenture Trustee in such funds or investments and all proceeds thereof to the Owner Trustee for the benefit of the Certificateholders, which amounts the Owner Trustee shall deposit into the Trust Collection Account. (c) Concurrently with the execution and delivery of the Indenture, the Owner Trustee shall establish and maintain the Yield Supplement Account in the name of and under the control of the Indenture Trustee for the benefit of the Noteholders or in accordance with paragraph 2 of the SecurityholdersYield Supplement Agreement, as Section 5.08 of the case may be.Sale and Servicing Agreement, and Section (iia) Notwithstanding anything else contained hereinof the Indenture. On each Distribution Date, the Servicer agrees that the Reserve Fund, Indenture Trustee will be obligated to apply amounts on deposit in the Yield Supplement Account in accordance with the terms of the Sale and Servicing Agreement and the Collection Account Indenture. The Indenture Trustee will be established only with an Eligible Institution obligated to transfer back to the Owner Trustee, for the benefit of the Certificateholders, all funds or investments held in the Yield Supplement Account on the Distribution Date on which agrees substantially as follows: the Notes of all Classes have been paid in full or the Indenture is otherwise terminated (A) it will comply with Entitlement Orders related excluding any amounts to be retained for distribution in respect of Notes that are not promptly delivered for payment on such account issued by Distribution Date), and to take all necessary or appropriate actions to transfer all right, title and interest of the Indenture Trustee without further consent by the Servicer in such funds or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account investments and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with for the consent benefit of the Indenture TrusteeCertificateholders, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or which amounts the Owner Trustee to carry out its respective duties hereunder or under shall deposit into the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the IndentureCollection Account.

Establishment of Accounts. (a) The Servicer shall establish and maintain an Eligible Account with cause to be established: (i) For the Securities Intermediary benefit of the Indenture Secured Parties in the name of the Indenture Trustee for the benefit of (i) the Securityholders Trustee, an Eligible Account (the “Collection Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this AgreementIndenture Secured Parties, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. (ii) For the benefit of the Indenture Secured Parties, in the event name of the Indenture Trustee, an Eligible Account (the “Principal Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Indenture Secured Parties, which Eligible Account shall be established by and maintained with the Indenture Trustee is no longer an Eligible Institution, or its designee. (iii) For the Servicer shall, with the assistance benefit of the Indenture Trustee as necessarySecured Parties, cause in the Accounts to be moved to name of the Indenture Trustee, an Eligible InstitutionAccount (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Indenture Secured Parties, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. (iv) For the benefit of the Indenture Secured Parties, in the name of the Indenture Trustee, an Eligible Account (the “Pre-Funding Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Indenture Secured Parties, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. (b) To the extent permitted by applicable laws, rules and regulations, all amounts held Funds on deposit in the Collection Account, the Principal Distribution Account, the Reserve Fund Account, the Pre-Funding Account and the Yield Supplement Swap Termination Payment Account (to the extent such account is established under Section 4.8(b)) shall be either invested by the Securities Intermediary Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or maintained otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Trustee nor the Issuer shall be liable for any loss arising from such investment in cashEligible Investments. No amounts If no such written investment direction is provided to the Indenture Trustee by the Servicer, the Indenture Trustee shall hold such funds in JPMorgan Prime Money Market Fund #3605 or, if such fund is no longer available, such funds shall be held in uninvested. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Indenture Secured Parties. Except to the extent the Rating Agency Condition is satisfied and the Note Distribution Account will be invested. Earnings on investment Insurer (unless the Note Insurer is not the Controlling Party) consents, all investments of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related AccountTrust Accounts shall mature so that such funds will be available on the immediately following Payment Date. No Eligible Investment shall be sold or otherwise disposed of prior to its scheduled maturity unless a default occurs with respect to such Eligible Investment and the Servicer directs the Indenture Trustee in writing to dispose of such Eligible Investment. (ic) Except as otherwise provided in Section 4.01(b), the The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, investments and proceeds and income shall be part of the Owner Trust Estate. The Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of Indenture Secured Parties. If, at any time, any Trust Account ceases to be an Eligible Account, the Noteholders Servicer shall promptly notify the Note Insurer and the Indenture Trustee (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business Days (or such longer period as to which each Rating Agency and the SecurityholdersNote Insurer (unless the Note Insurer is not the Controlling Party) may consent) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the case may beIndenture Trustee to transfer any cash and/or any investments to such new Trust Account. (d) With respect to the Trust Account Property, the parties hereto agree that: (i) any Trust Account Property that consists of uninvested funds shall be held solely in Eligible Accounts and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Transaction Documents, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) Notwithstanding anything else contained herein, the Servicer agrees any Trust Account Property that the Reserve Fund, the Yield Supplement Account and the Collection Account will constitutes Physical Property shall be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related delivered to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreementits designee, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor paragraph (a) of the Indenture Trustee with respect thereto over which the Indenture Trustee (definition of “Delivery” and shall be held, pending maturity or such other Eligible Institution) has Control. (iii) The Servicer shall have the powerdisposition, revocable solely by the Indenture Trustee or any such designee; (iii) any Trust Account Property that is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (iv) below shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Owner Indenture Trustee with the consent or such designee, pending maturity or disposition, through continued registration of the Indenture Trustee, ’s (or its designee’s) ownership of such security on the books of the issuer thereof; and (iv) any Trust Account Property that is an uncertificated security that is a “book-entry security” (as such term is defined in Federal Reserve Bank Operating Circular No. 7) held in a securities account at a Federal Reserve Bank and eligible for transfer through the Fedwire® Securities Service operated by the Federal Reserve System pursuant to instruct Federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Trustee to make withdrawals and payments from or its designee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the Accounts UCC) acting solely for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indentureor such designee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph.

Establishment of Accounts. (a) The Servicer As of the Closing Date, the Issuer covenants to have established and shall establish thereafter maintain the Finance Charge Account, the Principal Account, the Principal Accumulation Account, the Distribution Account, the Reserve Account and maintain the Spread Account, each of which shall be an Eligible Account with the Securities Intermediary in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “Collection Deposit Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To If the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment depositary institution wishes to resign as depositary of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part any of the Supplemental Servicing Fee and Series Accounts for any losses and investment expenses reason or fails to carry out the instructions of the Issuer for any reason, then the Issuer shall be charged against promptly notify the funds Indenture Trustee on deposit in behalf of the related AccountNoteholders. (ic) Except as otherwise provided in Section 4.01(b)On or before the Closing Date, the Indenture Trustee Issuer shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other a depositary agreement related to such account govern the Series Accounts pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account accounts are continuously identified in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institutiondepositary institution’s customary procedures such that such Eligible Institution establishes books and records as subject to a Security Entitlement security interest in favor of the Indenture Trustee with respect thereto over which on behalf of the Noteholders and, except as may be expressly provided herein to the contrary, in order to perfect the security interest of the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer on behalf of the Noteholders under the UCC, the Indenture Trustee on behalf of the Noteholders shall have the powerpower to direct disposition of the funds in the Series Accounts without further consent by the Issuer; provided, revocable however, that prior to the delivery by the Indenture Trustee on behalf of the Noteholders of notice otherwise, the Issuer shall have the right to direct the disposition of funds in the Series Accounts; provided, further, that the Indenture Trustee on behalf of the Noteholders agrees that it will not deliver such notice or by exercise its power to direct disposition of the Owner Trustee with funds in the Series Accounts unless an Event of Default has occurred and is continuing. (d) The Issuer shall not close any of the Series Accounts unless it shall have (i) received the prior consent of the Indenture TrusteeTrustee on behalf of the Noteholders, (ii) established a new Eligible Deposit Account with the depositary institution or with a new depositary institution satisfactory to instruct the Indenture Trustee on behalf of the Noteholders, (iii) entered into a depositary agreement to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee govern such new account(s) with such new depositary institution which agreement is satisfactory in all respects to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee on behalf of the Noteholders (whereupon such new account(s) shall become the applicable Series Account(s) for all purposes of this Indenture Supplement) and (iv) taken all such action as the Indenture Trustee on behalf of the Noteholders shall reasonably require to carry out its duties grant and perfect a first priority security interest in such account(s) under the Indenturethis Indenture Supplement.

Establishment of Accounts. (a) The Servicer On or prior to the Distribution Date on which the Notes of all Classes have been paid in full (or substantially all of the Trust Estate is otherwise released from the lien of the Indenture), the Owner Trustee, for the benefit of the Certificateholders, shall establish and maintain an Eligible Account with the Securities Intermediary maintain, or shall cause to be established and maintained, in the name of the Indenture Trustee for Trust (or in such other name as shall be specified in the benefit of (i) Sale and Servicing Agreement), the Securityholders trust collection account (the “Trust Collection Account”). The Trust Collection Account shall be established and maintained as an Eligible Deposit Account, (ii) and, subject to provisions of the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) Sale and (iv) the Securityholders (the “Yield Supplement Account”), in each caseServicing Agreement, bearing a designation clearly indicating that that, subject to Section 5.01(b), the funds deposited therein are held by the Trust for the benefit of the related Securityholders. Except as otherwise provided in this AgreementCertificateholders, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, each case in accordance with the assistance Section 5.01 of the Indenture Trustee as necessary, cause the Accounts Sale and Servicing Agreement. Subject to be moved to an Eligible Institution. (b) To the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b5.01(b), the Indenture Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts Trust Collection Account and in all proceeds thereof (including all income thereon) and all such fundsother than any net investment earnings on Eligible Investments held therein). Except as otherwise expressly provided herein, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts Collection Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholders. If, at any time, the Trust Collection Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Administrator on behalf of the Owner Trustee, if the Trust Collection Account is not then held by the Owner Trustee or an affiliate thereof) shall within 10 Business Days establish a new equivalent Eligible Deposit Account and shall transfer any cash and/or any investments to such new account. (b) Concurrently with the execution and delivery of the Indenture, the Servicer will establish and maintain, or shall cause to be established and maintained, at the direction of the Depositor, the Collection Account in the name of and under the control of the Indenture Trustee for the benefit of the Noteholders Securityholders in accordance with Section 5.01 of the Sale and Servicing Agreement. The Indenture Trustee will be obligated to transfer back to the Owner Trustee, for the benefit of the Certificateholders, all funds or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and investments held in the Collection Account will on the Distribution Date on which the Notes of all Classes have been paid in full or the Indenture is otherwise terminated (excluding any amounts to be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related retained for distribution in respect of Notes that are not promptly delivered for payment on such Distribution Date), and to such account issued by take all necessary or appropriate actions to transfer all right, title and interest of the Indenture Trustee without further consent by the Servicer in such funds or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account investments and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with for the consent benefit of the Indenture TrusteeCertificateholders, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or which amounts the Owner Trustee to carry out its respective duties hereunder or under shall deposit into the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the IndentureCollection Account.

Establishment of Accounts. (a) The Servicer shall establish and maintain an Eligible Account with the Securities Intermediary and in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “"Collection Account”"), (ii) the Noteholders (the “"Note Distribution Account”"), (iii) the Securityholders (the “"Reserve Fund”) and "), (iv) the Securityholders (the “"Yield Supplement Account”") and (v) the Securityholders (the "Payahead Account"), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To the extent permitted by applicable laws, rules and regulations, all amounts held in (i) the Collection Account, the Note Distribution Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary Indenture Trustee in Eligible Investments selected in writing by the Servicer or maintained in cash and (ii) the Payahead Account shall be either invested by the Indenture Trustee in investments defined in clause (vii) of the definition of the term "Eligible Investments" selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Accounts (other than the Yield Supplement Account and the Reserve Fund) (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement each Account and the Collection Certificate Distribution Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or IssuerServicer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s 's customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Establishment of Accounts. (a) The Servicer shall establish and maintain an Eligible Account with cause to be established the Securities Intermediary following accounts: (i) For the benefit of the Securityholders in the name of the Indenture Trustee for the benefit of (i) the Securityholders Trustee, an account (the “Collection Account”), which shall be an Eligible Account initially established with the Securities Intermediary. (ii) For the Noteholders benefit of the Securityholders in the name of the Indenture Trustee, an account (the “Note Distribution Reserve Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer which shall be an Eligible Institution, the Servicer shall, Account initially established with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible InstitutionSecurities Intermediary. (b) To All amounts held in the Collection Account and the Reserve Account (collectively, the “Accounts”) shall, to the extent permitted by applicable laws, rules and regulationsregulations and as directed by the Servicer, all be invested by the Indenture Trustee in Eligible Investments in accordance with Section 8.03 of the Indenture. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (c) If, at any time, the Collection Account or the Reserve Account ceases to be an Eligible Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by Indenture Trustee (or the Servicer on its behalf) within thirty (30) calendar days (or maintained in cashany longer period if the Rating Agency Condition is satisfied with respect to such longer period), shall establish a new Eligible Account meeting the conditions specified above and transfer (or direct the Indenture Trustee to transfer) any monies, instruments, securities, security entitlements, documents, certificates of deposit and other property to such new Eligible Account. No amounts held The Indenture Trustee or the Owner Trustee, as applicable, shall assist the Servicer with the moving of Accounts described in the Note Distribution Account will be invested. preceding sentence. (d) Earnings on investment of funds in the Collection Account (net of losses and investment expenses) the Reserve Account shall be paid to the Servicer as part of the Supplemental Servicing Fee additional servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related Collection Account or the Reserve Account, as applicable. (ie) Except for the Collection Account and the Reserve Account, there are no accounts required to be maintained under the Basic Documents. (f) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Distribution Date on which the Notes of all Classes have been paid in full (or when substantially all of the Collateral is otherwise released from the lien of the Indenture) to the Designated Account, and take all necessary or appropriate actions to transfer all of its right, title and interest in the Collection Account, all funds or investments held therein and all proceeds thereof, whether or not on behalf of the Securityholders, to the Owner Trustee for the benefit of the Certificateholders, subject to the limitations set forth in the Indenture with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Distribution Date. After the transfer to the Designated Account described in the immediately preceding sentence, references in this Agreement to “Collection Account” shall be deemed to be references to the “Designated Account.” (g) With respect to the Accounts and all property held therein, the Issuer agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as otherwise provided in Section 4.01(b)Notes of any Class remain outstanding, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time therein (excluding interest or investment income thereon payable to time in the Accounts Servicer or the Seller, as the case may be), and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or and the SecurityholdersCertificateholders, as the case may be. (ii) Notwithstanding anything else contained herein, as set forth in the Servicer agrees Indenture. The parties hereto agree that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee Issuer with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting the Servicer Servicer, Indenture Trustee, Issuer or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement Agreement, as the case may be. Notwithstanding the foregoing, the Servicer shall be entitled to withhold, or permitting to be reimbursed from amounts otherwise payable into or on deposit in the Collection Account, as the case may be, amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or posting. (h) With respect to the Account Property, the parties hereto agree that: (i) any Account Property that consists of uninvested funds shall be held solely in Eligible Accounts and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Basic Documents, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Account Property that constitutes Physical Property shall be delivered to carry out the Indenture Trustee or its duties designee, in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any such designee; (iii) any Account Property that is an “uncertificated security” under Article 8 of the IndentureUCC and that is not governed by clause (iv) below shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or such designee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its designee’s) ownership of such security on the books of the issuer thereof; (iv) any Account Property that is an uncertificated security that is a “book-entry security” (as such term is defined in Federal Reserve Bank Operating Circular No. 7) held in a securities account at a Federal Reserve Bank and eligible for transfer through the Fedwire® Securities Service operated by the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or its designee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry registration of such Account Property as described in such paragraph; and (v) to the extent any Account Property is credited to a securities account, the account agreement establishing such securities account shall provide that the account agreement is governed by the law of the State of New York, the Indenture Trustee has control within the meaning of Section 8-106(d)(2) of the UCC, and that the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention. To the extent that there are any other agreements with the Indenture Trustee governing the Accounts, the parties agree that each and every such agreement is hereby amended to provide that, with respect to the Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.

Establishment of Accounts. (a) The Servicer Auction Administrator shall establish cause to be established and maintain an Eligible Account with the Securities Intermediary in the name maintained two separate accounts for purposes of the Indenture Trustee for the benefit of receiving and holding uninvested (i) the Securityholders (the “Collection Account”), any Auction Proceeds and (ii) the Noteholders amounts, if any, received from the Auction Swap Counterparty under the Auction Swap Agreement (the “Note Distribution Auction Proceeds Account”” and “Swap Proceeds Account,” respectively), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To the extent permitted that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Swap Proceeds Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall not be an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by applicable lawsthe Auction Swap Counterparty, rules and regulations, the Auction Swap Counterparty shall report all amounts held in of income, deduction, gain or loss accruing therefrom, and (iii) amounts, if any, transferred by the Collection Account, REMIC to such fund shall be treated as distributed by the Reserve Fund and REMIC to the Yield Supplement Auction Swap Counterparty. The Swap Proceeds Account shall not be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment an asset of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related AccountREMIC. (c) To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Auction Proceeds Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) Except as otherwise provided in Section 4.01(b)such fund shall not be an asset of any REMIC, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will such fund shall be established only with an Eligible Institution which agrees substantially as follows: owned for federal tax purposes (A) it will comply with Entitlement Orders related respect to such account issued any Auction Proceeds not in excess of the Par Price, by the Indenture Trustee without further consent by Holders of the Servicer or Issuer; Auction Certificates, and (B) until termination of this Agreement, it will not enter into with respect to any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it Auction Proceeds in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor excess of the Indenture Trustee with respect thereto over which Par Price, by the Indenture Trustee Auction Swap Counterparty, and each of the Holders of the Auction Certificates and the Auction Swap Counterparty, respectively, shall report all amounts of income, deduction, gain or loss accruing therefrom (or such other Eligible Institution) has Control. if any), and (iii) The Servicer shall have the poweramounts, revocable if any, transferred by the Indenture Trustee or REMIC to such fund shall be treated as distributed by the Owner Trustee with the consent REMIC to each of the Indenture TrusteeAuction Swap Counterparty and the Holders of the Auction Certificates, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts for the purpose respectively. The Auction Proceeds Account shall not be an asset of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indentureany REMIC.

Establishment of Accounts. (a) The Servicer Auction Administrator shall establish cause to be established and maintain an Eligible Account with the Securities Intermediary in the name maintained two separate accounts for purposes of the Indenture Trustee for the benefit of receiving and holding uninvested (i) the Securityholders (the “Collection Account”), any Auction Proceeds and (ii) the Noteholders amounts, if any, received from the Auction Swap Counterparty under the Auction Swap Agreement (the “Note Distribution Auction Proceeds Account”” and “Swap Proceeds Account,” respectively), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To the extent permitted that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Swap Proceeds Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by applicable lawsthe Auction Swap Counterparty, rules and regulations, the Auction Swap Counterparty shall report all amounts held in of income, deduction, gain or loss accruing therefrom, and (iii) amounts, if any, transferred by the Collection Account, REMIC to such fund shall be treated as distributed by the Reserve Fund and REMIC to the Yield Supplement Auction Swap Counterparty. The Swap Proceeds Account shall not be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment an asset of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related AccountREMIC. (c) To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Auction Proceeds Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income fund shall be part an outside reserve fund and not an asset of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholdersany REMIC, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will such fund shall be established only with an Eligible Institution which agrees substantially as follows: owned for federal tax purposes (A) it will comply with Entitlement Orders related respect to such account issued any Auction Proceeds not in excess of the Par Price, by the Indenture Trustee without further consent by Holders of the Servicer or Issuer; Auction Certificates, and (B) until termination of this Agreement, it will not enter into with respect to any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it Auction Proceeds in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor excess of the Indenture Trustee with respect thereto over which Par Price, by the Indenture Trustee Auction Swap Counterparty, and each of the Holders of the Auction Certificates and the Auction Swap Counterparty, respectively, shall report all amounts of income, deduction, gain or loss accruing therefrom (or such other Eligible Institution) has Control. if any), and (iii) The Servicer shall have the poweramounts, revocable if any, transferred by the Indenture Trustee or REMIC to such fund shall be treated as distributed by the Owner Trustee with the consent REMIC to each of the Indenture TrusteeAuction Swap Counterparty and the Holders of the Auction Certificates, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts for the purpose respectively. The Auction Proceeds Account shall not be an asset of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indentureany REMIC.

Establishment of Accounts. (a) The Servicer shall establish Lender has established the Escrow Accounts and maintain an Eligible the Central Account with the Securities Intermediary in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “Collection Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) Lender and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except joint name of Borrower and Lender, as otherwise provided in Section 4.01(b)secured party. The Escrow Accounts , the Indenture Trustee shall possess all right, title Collection Account and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Indenture Trustee for Collection Account, and to deposit into and withdraw funds from the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Central Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this AgreementEscrow Accounts, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a the terms and conditions of this Security Entitlement Instrument. Borrower shall have no right of withdrawal in favor respect of the Indenture Trustee with respect thereto over which Collection Account, the Indenture Trustee (Central Account or such other Eligible Institution) has Control. (iii) The Servicer the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee no responsibility to make withdrawals additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and payments Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenturemay be commingled with other monies held by Lender.

Establishment of Accounts. (a) The Servicer On or prior to the Distribution Date on which the Notes of all Classes have been paid in full (or substantially all of the Trust Estate is otherwise released from the lien of the Indenture), the Owner Trustee, for the benefit of the Certificateholders, shall establish and maintain an Eligible Account with the Securities Intermediary maintain, or shall cause to be established and maintained, in the name of the Indenture Trustee for Trust (or in such other name as shall be specified in the benefit of (i) Sale and Servicing Agreement), the Securityholders trust collection account (the “"Trust Collection Account”"). The Trust Collection Account shall be established and maintained as an Eligible Deposit Account, (ii) and, subject to provisions of the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) Sale and (iv) the Securityholders (the “Yield Supplement Account”), in each caseServicing Agreement, bearing a designation clearly indicating that that, subject to Section 5.01(b), the funds deposited therein are held by the Trust for the benefit of the related Securityholders. Except as otherwise provided in this AgreementCertificateholders, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, each case in accordance with the assistance Section 5.01 of the Indenture Trustee as necessary, cause the Accounts Sale and Servicing Agreement. Subject to be moved to an Eligible Institution. (b) To the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b5.01(b), the Indenture Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts Trust Collection Account and in all proceeds thereof (including all income thereon) and all such fundsother than any net investment earnings on Eligible Investments held therein). Except as otherwise expressly provided herein, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts Collection Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholders. If, at any time, the Trust Collection Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Administrator on behalf of the Owner Trustee, if the Trust Collection Account is not then held by the Owner Trustee or an affiliate thereof) shall within 10 Business Days establish a new equivalent Eligible Deposit Account and shall transfer any cash and/or any investments to such new account. (b) Concurrently with the execution and delivery of the Indenture, the Servicer will establish and maintain, or shall cause to be established and maintained, at the direction of the Depositor, the Collection Account in the name of and under the control of the Indenture Trustee for the benefit of the Securityholders in accordance with Section 5.01 of the Sale and Servicing Agreement. The Indenture Trustee will be obligated to transfer back to the Trust Collection Account all funds or investments held in the Collection Account established pursuant to the Sale and Servicing Agreement on the Distribution Date on which the Notes of all Classes have been paid in full or the Indenture is otherwise terminated (excluding any amounts to be retained for distribution in respect of Notes that are not promptly delivered for payment on such Distribution Date), and to take all necessary or appropriate actions to transfer all right, title and interest of the Indenture Trustee in such funds or investments and all proceeds thereof to the Owner Trustee for the benefit of the Certificateholders. (c) Concurrently with the execution and delivery of the Indenture, the Owner Trustee shall establish and maintain the Yield Supplement Account in the name of and under the control of the Indenture Trustee for the benefit of the Noteholders in accordance with paragraph 2 of the Yield Supplement Agreement, Section 5.08 of the Sale and Servicing Agreement, and Section 8.02(a) of the Indenture. On or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained hereinprior to each Distribution Date, the Depositor shall cause the Servicer agrees that the Reserve Fund, to deposit into the Yield Supplement Account the Lease Payment Deposit with respect to such Distribution Date, in accordance with Section 5.08(b) of the Sale and Servicing Agreement and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by Yield Supplement Agreement. On each Distribution Date, the Indenture Trustee without further consent by will be obligated to apply amounts on deposit in the Servicer Yield Supplement Account in accordance with the terms of the Sale and Servicing Agreement and the Indenture. The Indenture Trustee will be obligated to transfer back to the Owner Trustee, for the benefit of the Certificateholders, all funds or Issuer; (B) until termination investments held in the Yield Supplement Account on the Distribution Date on which the Notes of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than all Classes have been paid in full or the Indenture Trustee; is otherwise terminated (C) excluding any amounts to be retained for distribution in respect of Notes that are not promptly delivered for payment on such Distribution Date), and to take all Account Property delivered necessary or credited appropriate actions to it transfer all right, title and interest of the Indenture Trustee in connection with such account funds or investments and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with for the consent benefit of the Indenture TrusteeCertificateholders, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or which amounts the Owner Trustee to carry out its respective duties hereunder or under shall deposit into the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the IndentureCollection Account.

Establishment of Accounts. (a) The Servicer On or prior to the Distribution Date on which the Notes of all Classes have been paid in full (or substantially all of the Trust Estate is otherwise released from the lien of the Indenture), the Owner Trustee, for the benefit of the Certificateholders, shall establish and maintain an Eligible Account with the Securities Intermediary maintain, or shall cause to be established and maintained, in the name of the Indenture Trustee for Trust (or in such other name as shall be specified in the benefit of (i) Sale and Servicing Agreement), the Securityholders trust collection account (the “"Trust Collection Account”"). The Trust Collection Account shall be established and maintained as an Eligible Deposit Account, (ii) and, subject to provisions of the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) Sale and (iv) the Securityholders (the “Yield Supplement Account”), in each caseServicing Agreement, bearing a designation clearly indicating that that, subject to Section 5.01(b), the funds deposited therein are held by the Trust for the benefit of the related Securityholders. Except as otherwise provided in this AgreementCertificateholders, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, each case in accordance with the assistance Section 5.01 of the Indenture Trustee as necessary, cause the Accounts Sale and Servicing Agreement. Subject to be moved to an Eligible Institution. (b) To the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b5.01(b), the Indenture Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts Trust Collection Account and in all proceeds thereof (including all income thereon) and all such fundsother than any net investment earnings on Eligible Investments held therein). Except as otherwise expressly provided herein, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts Collection Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholders. If, at any time, the Trust Collection Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Administrator on behalf of the Owner Trustee, if the Trust Collection Account is not then held by the Owner Trustee or an affiliate thereof) shall within 10 Business Days establish a new equivalent Eligible Deposit Account and shall transfer any cash and/or any investments to such new account. (b) Concurrently with the execution and delivery of the Indenture, the Servicer will establish and maintain, or shall cause to be established and maintained, at the direction of the Depositor, the Collection Account in the name of and under the control of the Indenture Trustee for the benefit of the Securityholders in accordance with Section 5.01 of the Sale and Servicing Agreement. The Indenture Trustee will be obligated to transfer back to the Trust Collection Account all funds or investments held in the Collection Account established pursuant to the Sale and Servicing Agreement on the Distribution Date on which the Notes of all Classes have been paid in full or the Indenture is otherwise terminated (excluding any amounts to be retained for distribution in respect of Notes that are not promptly delivered for payment on such Distribution Date), and to take all necessary or appropriate actions to transfer all right, title and interest of the Indenture Trustee in such funds or investments and all proceeds thereof to the Owner Trustee for the benefit of the Certificateholders. (c) Concurrently with the execution and delivery of the Indenture, the Owner Trustee shall establish and maintain the Yield Supplement Account in the name of and under the control of the Indenture Trustee for the benefit of the Noteholders or in accordance with paragraph 2 of the SecurityholdersYield Supplement Agreement, as Section 5.08 of the case may be. (iiSale and Servicing Agreement, and Section 8.02(a) Notwithstanding anything else contained hereinof the Indenture. On each Distribution Date, the Servicer agrees that the Reserve Fund, Indenture Trustee will be obligated to apply amounts on deposit in the Yield Supplement Account in accordance with the terms of the Sale and Servicing Agreement and the Collection Account Indenture. The Indenture Trustee will be established only with an Eligible Institution obligated to transfer back to the Owner Trustee, for the benefit of the Certificateholders, all funds or investments held in the Yield Supplement Account on the Distribution Date on which agrees substantially as follows: the Notes of all Classes have been paid in full or the Indenture is otherwise terminated (A) it will comply with Entitlement Orders related excluding any amounts to be retained for distribution in respect of Notes that are not promptly delivered for payment on such account issued by Distribution Date), and to take all necessary or appropriate actions to transfer all right, title and interest of the Indenture Trustee without further consent by the Servicer in such funds or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account investments and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with for the consent benefit of the Indenture TrusteeCertificateholders, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or which amounts the Owner Trustee to carry out its respective duties hereunder or under shall deposit into the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the IndentureCollection Account.

Establishment of Accounts. (a) The Servicer shall establish Lender has established the Escrow Accounts and maintain an Eligible the Central Account with the Securities Intermediary in the name of the Indenture Trustee Borrower for the benefit of (i) Lender and the Securityholders (the “Collection Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, Rent Account in the event that the Indenture Trustee is no longer an Eligible Institutionjoint name of Borrower and Lender, as secured party. The Escrow Accounts, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund Rent Account and the Yield Supplement Central Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Indenture Trustee for Rent Account, and to deposit into and withdraw funds from the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Central Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this AgreementEscrow Accounts, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a the terms and conditions of this Security Entitlement Instrument. Borrower shall have no right of withdrawal in favor respect of the Indenture Trustee with respect thereto over which Rent Account, the Indenture Trustee (Central Account or such other Eligible Institution) has Control. (iii) The Servicer the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Rent Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee no responsibility to make withdrawals additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and payments Maintenance Expense Sub-Account, and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Sub-Accounts for and the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the IndentureEscrow Accounts may be commingled with other monies held by Lender.

Establishment of Accounts. (a) The Servicer Servicer, on behalf of the Owner Trustee and the Indenture Trustee, shall establish and maintain an Eligible the Collection Account with the Securities Intermediary in the name of the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the Securityholders (deposits of the “Collection Account”), Indenture Trustee have the Required Deposit Rating or (ii) the Noteholders Collection Account is maintained in a segregated trust account in the trust department of the Indenture Trustee; provided, however, that all amounts held in the Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the “Note Distribution Account”Servicer shall have failed to give investment directions for any funds on deposit in the Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iii) the Securityholders (the “Reserve Fund”) and (iv) or (vi) of the Securityholders (definition of Eligible Investments. All such Eligible Investments shall mature not later than the “Yield Supplement Account”)Business Day preceding the next Distribution Date, in each casesuch manner that such amounts invested shall be available to make the required distributions on the Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Indenture Trustee. (b) Earnings on investment of funds in the Collection Account shall be paid to the Servicer as servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the Collection Account. (c) Subject to the foregoing, the Servicer, on behalf of the Owner Trustee and the Indenture Trustee, shall establish and maintain the Collection Account as an Eligible Deposit Account in the name of and under the exclusive control of the Indenture Trustee, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, The Indenture Trustee shall transfer all amounts remaining on deposit in the event that Collection Account on the Indenture Trustee is no longer an Eligible Institution, Distribution Date on which the Servicer shall, with the assistance Notes of all Classes have been paid in full (or substantially all of the Indenture Trustee as necessaryTrust Estate is otherwise released from the lien of the Indenture) to another Eligible Deposit Account established pursuant to the Trust Agreement for the benefit of the Certificateholders (the "Trust Collection Account"), cause the Accounts and take all necessary or appropriate actions to be moved to an Eligible Institution. (b) To the extent permitted by applicable lawstransfer all of its right, rules title and regulations, all amounts held interest in the Collection Account, all funds or investments held therein and all proceeds thereof, whether or not on behalf of the Reserve Fund and Securityholders, to the Yield Supplement Owner Trustee for the benefit of the Certificateholders, subject to the limitations set forth in the Indenture with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Distribution Date. After the transfer to the Trust Collection Account described in the immediately preceding sentence, references in this Agreement to "Collection Account" shall be either invested by deemed to be references to the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in "Trust Collection Account." (d) With respect to the Collection Account (net of losses and investment expenses) shall be paid to all property held therein, the Servicer as part of Owner Trustee agrees, by its acceptance hereof that, on the Supplemental Servicing Fee terms and any losses and investment expenses shall be charged against the funds on deposit conditions set forth in the related Account. (i) Except Indenture, for so long as otherwise provided in Section 4.01(b)Notes of any Class remain outstanding, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time therein (excluding interest or investment income thereon payable to time in the Accounts Servicer or the Seller, as the case may be), and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or and the SecurityholdersCertificateholders, as the case may be. (ii) Notwithstanding anything else contained herein, as set forth in the Indenture. The parties hereto agree that the Issuer, the Servicer agrees Owner Trustee and the Holders of the Certificates have no right, title or interest in the Reserve Account or any amounts on deposit therein at any time. The parties hereto agree that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting the Servicer Servicer, Indenture Trustee or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement Agreement, as the case may be. Notwithstanding the foregoing, the Servicer shall be entitled to withhold, or permitting to be reimbursed from amounts otherwise payable into or on deposit in the Indenture Trustee Collection Account, as the case may be, amounts previously deposited in the Collection Account but later determined to carry out its duties under the Indenturehave resulted from mistaken deposits or posting.

Establishment of Accounts. (a) The Servicer shall establish and maintain an Eligible Account with cause to be established the Securities Intermediary following accounts: (i) For the benefit of the Securityholders in the name of the Indenture Trustee for the benefit of (i) the Securityholders Trustee, an account (the “Collection Account”), which shall be an Eligible Account initially established with the Indenture Trustee. (ii) For the Noteholders benefit of the Securityholders in the name of the Indenture Trustee, an account (the “Note Distribution Reserve Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that which shall be an Eligible Account initially established with the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible InstitutionTrustee. (b) To All amounts held in the Collection Account and the Reserve Account (collectively, the “Accounts”) shall, to the extent permitted by applicable laws, rules and regulationsregulations and as directed by the Servicer, all be invested by the Indenture Trustee in Eligible Investments in accordance with Section 8.03 of the Indenture. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required 34 (Nissan 2016-C Sale and Servicing Agreement) distributions on the Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection AccountAccount unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Reserve Fund Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (c) If either (i) the Servicer, in its sole discretion and for any reason, notifies the Indenture Trustee and the Yield Supplement Account shall Owner Trustee in writing that the Accounts should be either invested moved or (ii) the Indenture Trustee or the Owner Trustee, as applicable, notifies the Servicer that the short-term unsecured debt obligations of the Indenture Trustee or the Owner Trustee, as applicable, no longer have the Required Deposit Rating, then, in each case, the Servicer shall, within ten Business Days after receipt of the notice described in clause (i) or (ii), as applicable, cause the Accounts (x) to be moved to segregated trust accounts in a bank or trust company selected by the Securities Intermediary in Eligible Investments selected in writing by Servicer, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (y) to be moved to the trust department of the Indenture Trustee or the Owner Trustee, as applicable. The Indenture Trustee or the Owner Trustee, as applicable, shall assist the Servicer or maintained in cash. No amounts held with the moving of Accounts described in the Note Distribution Account will be invested. preceding sentence. (d) Earnings on investment of funds in the Collection Account (net of losses and investment expenses) the Reserve Account shall be paid to the Servicer as part of the Supplemental Servicing Fee additional servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related Collection Account or the Reserve Account, as applicable. (ie) Except for the Collection Account and the Reserve Account, there are no accounts required to be maintained under the Basic Documents. (f) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Distribution Date on which the Notes of all Classes have been paid in full (or when substantially all of the Collateral is otherwise released from the lien of the Indenture) to the Designated Account, and take all necessary or appropriate actions to transfer all of its right, title and interest in the Collection Account, all funds or investments held therein and all proceeds thereof, whether or not on behalf of the Securityholders, to the Owner Trustee for the benefit of the Certificateholders, subject to the limitations set forth in the Indenture with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Distribution Date. After the transfer to the Designated Account described in the immediately preceding sentence, references in this Agreement to “Collection Account” shall be deemed to be references to the “Designated Account.” (g) With respect to the Accounts and all property held therein, the Owner Trustee agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as otherwise provided in Section 4.01(b)Notes of any Class remain outstanding, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time therein (excluding interest or investment income 35 (Nissan 2016-C Sale and Servicing Agreement) thereon payable to time in the Accounts Servicer or the Seller, as the case may be), and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or and the SecurityholdersCertificateholders, as the case may be. (ii) Notwithstanding anything else contained herein, as set forth in the Servicer agrees Indenture. The parties hereto agree that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting the Servicer Servicer, Indenture Trustee or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement Agreement, as the case may be. Notwithstanding the foregoing, the Servicer shall be entitled to withhold, or permitting to be reimbursed from amounts otherwise payable into or on deposit in the Collection Account, as the case may be, amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or posting. (h) With respect to the Account Property, the parties hereto agree that: (i) any Account Property that consists of uninvested funds shall be held solely in Eligible Accounts and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Basic Documents, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Account Property that constitutes Physical Property shall be delivered to carry out the Indenture Trustee or its duties designee, in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any such designee; (iii) any Account Property that is an “uncertificated security” under Article 8 of the Indenture.UCC and that is not governed by clause (iv) below shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or such designee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its designee’s) ownership of such security on the books of the issuer thereof; and (iv) any Account Property that is an uncertificated security that is a “book-entry security” (as such term is defined in Federal Reserve Bank Operating Circular No. 7) held in a securities account at a Federal Reserve Bank and eligible for transfer through the Fedwire® Securities Service operated by the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or its designee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry registration of such Account Property as described in such paragraph. 36 (Nissan 2016-C Sale and Servicing Agreement)

Establishment of Accounts. (a) The Servicer MANAGER shall establish and maintain an Eligible Account one or more accounts with banks or other financial institutions designated by OWNER and: (a) all funds of OWNER relating to the Securities Intermediary Plant shall be deposited in OWNER's name in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “Collection Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) Accounts and (iv) the Securityholders (the “Yield Supplement Account”), shall be held in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution.trust; (b) To the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account no funds of OWNER shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer commingled with any other funds of MANAGER or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account.others; (ic) Except as otherwise provided in Section 4.01(b), withdrawals from the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established made only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name ofregular course of MANAGER's services in operating the Plant and shall be made upon such signature or signatures as OWNER may designate; provided, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer however, MANAGER shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, be authorized to instruct the Indenture Trustee to draw checks and make withdrawals and payments from the Accounts for the purpose of permitting the Servicer to pay any particular cost or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee expenditure in order to carry out its duties under this Agreement; (d) MANAGER shall be entitled to withdraw from the IndentureAccounts and retain its (i) Management Fee, and (ii) Incentive Bonus after the approval of OWNER and MANAGER of the financial statements for the applicable quarter, in accordance with paragraph 9 above, and if the Accounts shall be insufficient to withdraw such amounts, MANAGER shall be entitled to be reimbursed by OWNER within ten (l0) days after written request therefor; and (e) Any cost or expense made by MANAGER hereunder shall be made out of such funds as MANAGER may from time to time hold in the Accounts or as may be provided by OWNER. MANAGER shall not be obligated to make any advance to or for the account of OWNER or to pay any amount except out of the funds so held or provided, nor shall MANAGER be obligated to incur any liability or obligation unless OWNER shall furnish MANAGER with the necessary funds for the discharge thereof. If MANAGER shall advance out of its own funds for OWNER's account any amount for the payment of any obligation of OWNER or ordinary and necessary cost or expenses directly related to the Plant, OWNER shall promptly reimburse MANAGER therefor within ten (l0) days after written request therefor or MANAGER may reimburse itself therefor out of the Accounts and Operating Revenues as collected.

Establishment of Accounts. (a) The Servicer Issuer, for the benefit of the Noteholders, shall cause the Indenture Trustee to establish and maintain an Eligible Account with the Securities Intermediary in the name of the Indenture Trustee for the benefit of three non-interest bearing Eligible Accounts (i) the Securityholders (respectively, the “Collection Account”), (ii) the Noteholders (the “Note Principal Distribution Account” and the “Reserve Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of Deutsche Bank Trust Company Americas as Indenture Trustee on behalf of the Noteholders. (b) Funds deposited in each of the Trust Accounts (including amounts, if any, which the Servicer is required to remit to the Collection Account pursuant to Section 5.02) shall be invested first in Federated Prime Obligations Fund #143 for so long as Federated Prime Obligations Fund #143 is a Permitted Investment. If Federated Prime Obligations Fund #143 ceases to be a Permitted Investment, the funds deposited in each of the Trust Accounts shall second be held in Xxxxxxx Xxxxx Prime Obligations Fund #1235 for so long as Xxxxxxx Sachs Prime Obligations Fund #1235 is a Permitted Investment. If Xxxxxxx Xxxxx Prime Obligations Fund #1235 ceases to be a Permitted Investment, the funds deposited in each of the Trust Accounts shall third be held in JPM Prime Money Fund #349 for so long as JPM Prime Money Fund #349 is a Permitted Investment. If JPM Prime Money Fund #349 ceases to be a Permitted Investment, the funds deposited in each of the Trust Accounts shall be invested at the written direction of the Servicer in a money market mutual fund (provided such fund is a Permitted Investment) that has a principal investment strategy and an investment objective that are each substantially identical to Federated Prime Obligations Fund #143. Such investments shall mature, in the case of the Reserve Account, prior to the Business Day prior to the next Payment Date, and, in the case of the Collection Account, on the Payment Date in the Collection Period following the Collection Period during which the investment was made; provided that neither the Servicer nor the Indenture Trustee shall have the power or right to change or alter the particular Permitted Investments identified in the preceding four sentences with respect to which such funds are invested; and provided further that the Servicer shall provide written notice to the Indenture Trustee, promptly upon any investment in each of the Trust Accounts ceasing to be a Permitted Investment, and such notification shall include an instruction to the Indenture Trustee to withdraw the funds from the ineligible investment and to deposit such funds into the applicable Permitted Investment set forth in this Section 5.01(d). All Permitted Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and no Permitted Investments may be purchased at a premium. Amounts invested in Permitted Investments may not be converted into cash, sold or otherwise disposed of other than (i) upon maturity of the related Securityholders. Except investment, (ii) upon the date the related investment no longer meets the investment criteria of a Permitted Investment, or (iii) on any Payment Date, in order to allow the amount invested to be distributed to the Noteholders or Certificateholders in accordance with Section 5.04. (c) For so long as otherwise provided in this AgreementCRB is acting as Servicer hereunder, in the event that there are Net Investment Losses in Permitted Investments chosen by the Indenture Trustee is no longer an Eligible InstitutionServicer, the Servicer shall, with shall deposit the assistance amount of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in such Net Investment Losses into the Collection Account (net of losses and investment expenses) shall be paid no later than one Business Day prior to the Servicer Payment Date. The Indenture Trustee shall not be held liable in any way for any Net Investment Losses, except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as part of the Supplemental Servicing Fee principal obligor and any losses and investment expenses shall be charged against the funds on deposit not as Indenture Trustee, in the related Accountaccordance with their terms. (i) Except as otherwise provided in Section 4.01(b), the The Indenture Trustee shall possess all right, title and interest in all funds and investment property on deposit from time to time in or credited to the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investmentsinvestment property, proceeds and income shall be part of the Owner Trust Estateassets of the Issuer, except as otherwise set forth herein. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders Noteholders. The Servicer shall have no power or right to change or alter any of the foregoing initial specifications in Section 5.01(d); provided that if, at any time, any Trust Account ceases to be an Eligible Account, the Indenture Trustee (or the SecurityholdersServicer on its behalf) shall within ten (10) Business Days (or such longer period, not to exceed thirty (30) calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Account and shall transfer any cash and/or any investments from the case may beaccount that is no longer an Eligible Account to the new Trust Account. (ii) Notwithstanding anything else contained hereinWith respect to the Trust Account Property, the Servicer agrees that the Reserve FundIndenture Trustee agrees, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: by its acceptance hereof, that: (A) it will comply any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Accounts, subject to the last sentence of Section 5.01(d)(i); and each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with Entitlement Orders related respect thereto; (B) any Trust Account Property that constitutes Physical Property shall be delivered to such account issued the Indenture Trustee in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than a Securities Intermediary acting solely for the Indenture Trustee; ; (C) all any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or credited to it disposition, through continued book-entry registration of such Trust Account Property as described in connection with such account and all proceeds thereof will be promptly credited to such account; paragraph; (D) it will treat all any Trust Account Property as Financial Assetsthat is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (C) above shall be delivered to the Indenture Trustee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its nominee’s) ownership of such security; and and (E) all any Trust Account Property will that is a Security Entitlement shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor paragraph (d) of the definition of “Delivery” herein and shall be held pending maturity or disposition by the Indenture Trustee with respect thereto over which or a securities intermediary acting solely for the Indenture Trustee (or such other Eligible Institution) has ControlTrustee. (iii) The Servicer shall have the power, power (which power shall be revocable by the Indenture Trustee Trustee, or by the Owner Trustee with the consent of the Indenture Trustee, following a Servicer Termination Event) to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts held by the Indenture Trustee for the purpose of permitting withdrawing any amounts deposited in error into such accounts and withdrawing therefrom amounts that the Servicer or the Owner Trustee is authorized to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under withdraw in accordance with Section 5.04(a) hereof and Section 5.04 of the Indenture.

Establishment of Accounts. (a) The Servicer As of the Closing Date, the Issuer covenants to have established and shall establish thereafter maintain the Non-Principal Account, the Principal Account, the Distribution Account and maintain the Reserve Account (collectively, the “Series Accounts”) each of which shall be an Eligible Account with the Securities Intermediary in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “Collection Deposit Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To If the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment depositary institution wishes to resign as depositary of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part any of the Supplemental Servicing Fee and Series Accounts for any losses and investment expenses reason or fails to carry out the instructions of the Issuer for any reason, then the Issuer shall be charged against promptly notify the funds Indenture Trustee on deposit in behalf of the related AccountSeries 2015-1 Noteholders. (ic) Except as otherwise provided in Section 4.01(b)On or before the Closing Date, the Indenture Trustee Issuer shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other a depositary agreement related to such account govern the Series Accounts pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account accounts are continuously identified in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institutiondepositary institution’s customary procedures such that such Eligible Institution establishes books and records as subject to a Security Entitlement security interest in favor of the Indenture Trustee with respect thereto over which on behalf of the Series 2015-1 Noteholders, and, except as may be expressly provided herein to the contrary, in order to perfect the security interest of the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer on behalf of the Series 2015-1 Noteholders under the UCC, the Indenture Trustee on behalf of the Series 2015-1 Noteholders shall have the powerpower to direct disposition of the funds in the Series Accounts without further consent by the Issuer; provided, revocable however, that prior to the delivery by the Indenture Trustee on behalf of the Series 2015-1 Noteholders of notice otherwise, the Issuer shall have the right to direct the disposition of funds in the Series Accounts; provided, further that the Indenture Trustee on behalf of the Series 2015-1 Noteholders agrees that it will not deliver such notice or exercise its power to direct disposition of the funds in the Series Accounts unless an Event of Default has occurred and is continuing. Upon delivery of the foregoing notice by the Owner Indenture Trustee on behalf of the Series 2015-1 Noteholders, the depositary institution shall comply with the consent orders of the Indenture Trustee, to instruct Trustee on behalf of the Indenture Trustee to make withdrawals and payments from Series 2015-1 Noteholders without further consent by the Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the IndentureIssuer.

Establishment of Accounts. (a) The MBFS USA (as Servicer hereunder) shall establish the following Accounts, on or before the Closing Date, and maintain each as an Eligible Deposit Account with the Securities Intermediary in the name of the Indenture Trustee [(except that the Reserve Account shall be in the name of the Issuer)], at an Eligible Institution (which shall initially be the Securities Intermediary, on behalf of the Indenture Trustee) for the benefit of of: (i) the Securityholders Securityholders, designated as the “Daimler Trucks Retail Trust 20[__]-[_] Collection Account, [●], Indenture Trustee” (the “Collection Account”), ;”) held in the name Indenture Trustee; (ii) the Noteholders Noteholders, designated as the “Daimler Trucks Retail Trust 20[__]-[_] Note Payment Account, [●], Indenture Trustee” (the “Note Distribution Payment Account”), ; and (iii) the Securityholders [Issuer, which has been pledged by the Issuer to the] Indenture Trustee for the benefit of the Noteholders, designated as the “Daimler Trucks Retail Trust 20[__]-[_] Reserve Fund, [●], Indenture Trustee” (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), ; in each case, case bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related SecurityholdersPersons. Except as otherwise provided in this AgreementThe Accounts shall be under the control of the Securities Intermediary on behalf of the Indenture Trustee; provided, in however, that the event that Servicer may direct the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, in writing to make (or cause the Accounts to be moved made) deposits to an Eligible Institution. (b) To and withdrawals from the extent permitted by applicable laws, rules and regulations, all amounts held Accounts in the Collection Account, the Reserve Fund accordance with this Agreement and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cashother Basic Documents. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit All monies deposited from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be held by, or in the name of, the Indenture Trustee as part of the Owner Trust Estate. The Accounts Property, and all deposits to and withdrawals therefrom shall be under made only upon the sole dominion terms and control conditions of the Indenture Trustee for Basic Documents. Amounts on deposit in each Account shall, to the benefit of the Noteholders or the Securityholdersextent permitted by Applicable Law, be invested, as directed in writing by the case may beServicer, by the Eligible Institution then maintaining such Account in Eligible Investments[; provided, however, that funds on deposit in the Reserve Account shall be invested only in Eligible Investments meeting the requirements of Part 246.4(b)(2) of Regulation RR, as determined solely by the Servicer]. (iib) Notwithstanding anything else contained herein, The Issuer and the Servicer agrees agree that the Reserve Fundeach Eligible Institution, the Yield Supplement with which an Account and the Collection Account is established, will be established only with an Eligible Institution which agrees agree substantially as follows: : (Ai) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee Trustee, without further consent by the Servicer or Issuer; Servicer; (Bii) until termination of this Agreement, it will not enter into any other agreement related to such account Account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; ; (Ciii) all Account Property Collateral delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; Account; (Div) it will treat all Account Property Collateral as Financial Assets; and and (Ev) all Account Property Collateral will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iiic) The Servicer shall have If on any Payment Date the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent sum of the Indenture Trustee, to instruct amounts on deposit in the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting related Collection Period and the Reserve Fund on such Payment Date equals or exceeds the Note Balance, all accrued and unpaid interest thereon and all amounts due to the Servicer or and the Owner Trustee Trustees, all such amounts on deposit will be applied up to carry out its respective duties hereunder or under the Trust Agreement or permitting amounts necessary to retire the Indenture Trustee to carry out its duties under the IndentureNotes and pay such amounts due.

Establishment of Accounts. (a) The Servicer shall establish and maintain an Eligible Account Borrower hereby confirms that, simultaneously with the Securities Intermediary execution of this Agreement and pursuant to the Account Agreement, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) has established with Cash Management Bank, in the name of Borrower (or in the Indenture Trustee case of the Maryland Property, Maryland Loan Guarantor) for the benefit of (i) Lender, as secured party, the Securityholders holding account (the “Collection Holding Account”), which has been established as a securities account. The Holding Account and each sub-account of such account and the funds deposited therein and securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Account Agreement, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall irrevocably instruct and authorize Cash Management Bank to disregard any and all orders for withdrawal from the Collateral Accounts made by, or at the direction of, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor). Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Account Agreement shall not be amended or modified without the prior written consent of Lender (which consent Lender may grant or withhold in its sole discretion), and if a Securitization has occurred, the delivery by Borrower of a Rating Agency Confirmation. In recognition of Lender’s security interest in the funds deposited into the Collateral Accounts, the Holding Account shall be named as follows: “BlueLinx Portfolio Holding Account f/b/o German American Capital Corporation, as secured party, (Account Number 5000000140431).” Borrower confirms that it has established with Cash Management Bank the following sub-accounts of the Holding Account (each, a “Sub-Account” and, collectively, the “Sub-Accounts” and together with the Holding Account, the “Collateral Accounts”), which (i) may be ledger or book entry sub-accounts and need not be actual sub-accounts, (ii) shall each be linked to the Noteholders (the “Note Distribution Holding Account”), (iii) shall each be a “Securities Account” pursuant to Article 8 of the Securityholders (the “Reserve Fund”) UCC and (iv) shall each be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the Securityholders terms of this Agreement: (a) a sub-account for the retention of Account Collateral in respect of Impositions and Other Charges for the Property (the “Yield Supplement Tax Reserve Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution.; (b) To a sub-account for the extent permitted by applicable laws, rules and regulations, all amounts held retention of Account Collateral in respect of insurance premiums for the Collection Property (the “Insurance Reserve Account, ”); (c) a sub-account for the retention of Account Collateral in respect of Debt Service on the Loan (the “Debt Service Reserve Fund Account”); (d) a sub-account for the retention of Account Collateral in respect of reserves relating to Master Lease Variable Additional Rent (the “Master Lease Variable Additional Rent Reserve Account”); (e) a sub-account for the retention of Account Collateral in respect of reserves for the Immediate Repair Conditions and the Yield Supplement Account shall be either invested by Environmental Remediation Conditions (the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Account (net of losses “Immediate Repair and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Remediation Reserve Account.”); (if) Except a sub-account for the retention of Account Collateral in respect of reserves for Structural Maintenance Items (the “Structural Repair Reserve Account”); (g) a sub-account for the retention of Account Collateral in respect of certain Proceeds, as otherwise provided more fully set forth in Section 4.01(b6.2 (the “Proceeds Reserve Account”), the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof ; and (including all income thereonh) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee a sub-account for the benefit retention of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination Collateral in respect of this Agreement, it will not enter into any other agreement related to such account reserves of Excess Cash Flow required during a Low LCR Cash Sweep Period pursuant to which it agrees to comply with Entitlement Orders of any Person other than Section 16.5(c) (the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control“LCR Deterioration Reserve Account”). (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Establishment of Accounts. (a) The Servicer Pursuant to the terms of the Servicing Agreement, the Issuer shall cause the Servicer, acting on behalf of the Issuer, to establish and maintain an Eligible Account with the Securities Intermediary Trustee on its books and records in the name of the Indenture Trustee Issuer for the benefit of the Secured Parties, subject to the Lien of this Indenture, (i) the Securityholders a collection account (the “Collection Account”), ) and (ii) any additional accounts the Noteholders (establishment of which is set forth in a Resolution delivered by the “Note Distribution Account”), (iii) Issuer to the Securityholders (Servicer and the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”)Trustee, in each casecase at such time as is set forth in this Section 3.1 or in such Resolution. Each Account shall be established and maintained as an Eligible Account so as to create, bearing perfect and establish the priority of the Liens established under this Indenture in such Account and all cash, Eligible Investments and other property from time to time deposited therein and otherwise to effectuate the Liens under this Indenture. (b) If, at any time, any Account ceases to be an Eligible Account, the Issuer shall cause the Servicer or an agent thereof to, within ten Business Days, establish a new Account meeting the conditions set forth in this Section 3.1 in respect of such Account and transfer any cash or investments in the existing Account to such new Account, and, from the date such new Account is established, it shall have the same designation as the existing Account. If the Trustee should change at any time, then the Issuer shall cause the Servicer, acting on behalf of the Issuer, to thereupon promptly establish replacement Accounts as necessary at the successor Trustee and transfer the balance of funds in each Account then maintained at the former Trustee pursuant to the terms of the Servicing Agreement to such successor Trustee. (c) The Issuer shall cause the Servicer to maintain the Collection Account at the Trustee not later than the Closing Date. The Collection Account shall bear a designation clearly indicating that the funds or other assets deposited therein are held for the benefit of the related SecurityholdersTrustee. Except as otherwise expressly provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To the extent permitted by applicable laws, rules and regulationsherein, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account Class C Distributions shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in deposited to the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account transferred therefrom in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor the terms of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals Servicing Agreement and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the this Indenture.

Establishment of Accounts. (a) The Servicer Servicer, on behalf of the Owner Trustee and the Indenture Trustee, shall establish and maintain an Eligible Account with the Securities Intermediary following accounts: (i) For the benefit of the Securityholders in the name of the Indenture Trustee for the benefit of (i) the Securityholders Trustee, an account (the “Collection Account”), which shall be an Eligible Account initially established with the Indenture Trustee; and (ii) For the Noteholders benefit of the Securityholders in the name of the Indenture Trustee, an account (the “Note Distribution Reserve Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that which shall be an Eligible Account initially established with the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible InstitutionTrustee. (b) To All amounts held in the Collection Account and the Reserve Account (collectively, the “Accounts”) shall, to the extent permitted by applicable laws, rules and regulationsregulations and as directed by the Servicer, all be invested by the Indenture Trustee in Eligible Investments in accordance with Section 8.03 of the Indenture. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, further, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection AccountAccount unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Reserve Fund Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (c) If either (i) the Servicer, in its sole discretion and for any reason, notifies the Indenture Trustee and the Yield Supplement Account shall Owner Trustee in writing that the Accounts should be either invested moved or (ii) the Indenture Trustee or the Owner Trustee, as applicable, notifies the Servicer that the short-term unsecured debt obligations of the Indenture Trustee or the Owner Trustee, as applicable, no longer have the Required Deposit Rating, then, in each case, the Servicer shall, within ten Business Days of receipt of the notice described in clause (i) or (ii), as applicable, cause the Accounts (x) to be moved to segregated trust accounts in a bank or trust company selected by the Securities Intermediary in Eligible Investments selected in writing by Servicer, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (y) to be moved to the trust department of the Indenture Trustee. The Indenture Trustee or the Owner Trustee, as applicable, shall assist the Servicer or maintained in cash. No amounts held with the moving of accounts described in the Note Distribution Account will be invested. preceding sentence. (d) Earnings on investment of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee additional servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related Collection Account. (ie) Except The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Distribution Date on which the Notes of all Classes have been paid in full (or when substantially all of the Trust Estate is otherwise released from the lien of the Indenture) to the Trust Collection Account, and take all necessary or appropriate actions to transfer all of its right, title and interest in the Collection Account, all funds or investments held therein and all proceeds thereof, whether or not on behalf of the Securityholders, to the Owner Trustee for the benefit of the Certificateholders, subject to the limitations set forth in the Indenture with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Distribution Date. After the transfer to the Trust Collection Account described in the immediately preceding sentence, references in this Agreement to “Collection Account” shall be deemed to be references to the “Trust Collection Account.” (f) With respect to the Accounts and all property held therein, the Owner Trustee agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as otherwise provided in Section 4.01(b)Notes of any Class remain outstanding, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time therein (excluding interest or investment income thereon payable to time in the Accounts Servicer or the Seller, as the case may be), and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or and the SecurityholdersCertificateholders, as the case may be. (ii) Notwithstanding anything else contained herein, as set forth in the Servicer agrees Indenture. The parties hereto agree that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting the Servicer Servicer, Indenture Trustee or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement Agreement, as the case may be. Notwithstanding the foregoing, the Servicer shall be entitled to withhold, or permitting to be reimbursed from amounts otherwise payable into or on deposit in the Collection Account, as the case may be, amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or posting. (g) With respect to the Account Property, the parties hereto agree that: (i) any Account Property that consists of uninvested funds shall be held solely in Eligible Accounts and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Basic Documents, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Account Property that constitutes Physical Property shall be delivered to carry out the Indenture Trustee or its duties designee, in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any such designee; (iii) any Account Property that is an “uncertificated security” under Article 8 of the IndentureUCC and that is not governed by clause (iv) below shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or such designee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its designee’s) ownership of such security on the books of the issuer thereof; and (iv) any Trust Account Property that is an uncertificated security that is a “book-entry security” (as such term is defined in Federal Reserve Bank Operating Circular No. 7) held in a securities account at a Federal Reserve Bank and eligible for transfer through the Fedwire® Securities Service operated by the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or its designee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry registration of such Account Property as described in such paragraph. (h) No checks shall be issued, printed, or honored with respect to the Collection Account, the Reserve Account, or the Trust Collection Account.

Establishment of Accounts. (a) The Servicer shall establish and maintain an Eligible Account with cause to be established the Securities Intermediary following accounts: (i) For the benefit of the Securityholders in the name of the Indenture Trustee for the benefit of (i) the Securityholders Trustee, an account (the “Collection Account”), which shall be an Eligible Account initially established with the Indenture Trustee. (ii) For the Noteholders benefit of the Securityholders in the name of the Indenture Trustee, an account (the “Note Distribution Reserve Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that which shall be an Eligible Account initially established with the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible InstitutionTrustee. (b) To All amounts held in the Collection Account and the Reserve Account (collectively, the “Accounts”) shall, to the extent permitted by applicable laws, rules and regulationsregulations and as directed by the Servicer, all be invested by the Indenture Trustee in Eligible Investments in accordance with Section 8.03 of the Indenture. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection AccountAccount unless the security interest granted and 36 (NAROT 2020-B Sale and Servicing Agreement) perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Reserve Fund Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (c) If either (i) the Servicer, in its sole discretion and for any reason, notifies the Indenture Trustee and the Yield Supplement Account shall Owner Trustee in writing that the Accounts should be either invested moved or (ii) the Indenture Trustee or the Owner Trustee, as applicable, notifies the Servicer that the short-term unsecured debt obligations of the Indenture Trustee or the Owner Trustee, as applicable, no longer have the Required Deposit Rating, then, in each case, the Servicer shall, within ten Business Days after receipt of the notice described in clause (i) or (ii), as applicable, cause the Accounts (x) to be moved to segregated trust accounts in a bank or trust company selected by the Securities Intermediary in Eligible Investments selected in writing by Servicer, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (y) to be moved to the trust department of the Indenture Trustee or the Owner Trustee, as applicable. The Indenture Trustee or the Owner Trustee, as applicable, shall assist the Servicer or maintained in cash. No amounts held with the moving of Accounts described in the Note Distribution Account will be invested. preceding sentence. (d) Earnings on investment of funds in the Collection Account (net of losses and investment expenses) the Reserve Account shall be paid to the Servicer as part of the Supplemental Servicing Fee additional servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related Collection Account or the Reserve Account, as applicable. (ie) Except for the Collection Account and the Reserve Account, there are no accounts required to be maintained under the Basic Documents. (f) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Distribution Date on which the Notes of all Classes have been paid in full (or when substantially all of the Collateral is otherwise released from the lien of the Indenture) to the Designated Account, and take all necessary or appropriate actions to transfer all of its right, title and interest in the Collection Account, all funds or investments held therein and all proceeds thereof, whether or not on behalf of the Securityholders, to the Owner Trustee for the benefit of the Certificateholders, subject to the limitations set forth in the Indenture with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Distribution Date. After the transfer to the Designated Account described in the immediately preceding sentence, references in this Agreement to “Collection Account” shall be deemed to be references to the “Designated Account.” (g) With respect to the Accounts and all property held therein, the Issuer agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as otherwise provided in Section 4.01(b)Notes of any Class remain outstanding, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time therein (excluding interest or investment income thereon payable to time in the Accounts Servicer or the Seller, as the case may be), and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or and the SecurityholdersCertificateholders, as the case may be. , as set forth in the Indenture. The parties hereto 37 (iiNAROT 2020-B Sale and Servicing Agreement) Notwithstanding anything else contained herein, the Servicer agrees agree that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee Issuer with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting the Servicer Servicer, Indenture Trustee, Issuer or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement Agreement, as the case may be. Notwithstanding the foregoing, the Servicer shall be entitled to withhold, or permitting to be reimbursed from amounts otherwise payable into or on deposit in the Collection Account, as the case may be, amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or posting. (h) With respect to the Account Property, the parties hereto agree that: (i) any Account Property that consists of uninvested funds shall be held solely in Eligible Accounts and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Basic Documents, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Account Property that constitutes Physical Property shall be delivered to carry out the Indenture Trustee or its duties designee, in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any such designee; (iii) any Account Property that is an “uncertificated security” under Article 8 of the IndentureUCC and that is not governed by clause (iv) below shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or such designee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its designee’s) ownership of such security on the books of the issuer thereof; (iv) any Account Property that is an uncertificated security that is a “book-entry security” (as such term is defined in Federal Reserve Bank Operating Circular No. 7) held in a securities account at a Federal Reserve Bank and eligible for transfer through the Fedwire® Securities Service operated by the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or its designee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry registration of such Account Property as described in such paragraph; and 38 (NAROT 2020-B Sale and Servicing Agreement) (v) to the extent any Account Property is credited to a securities account, the account agreement establishing such securities account shall provide that the account agreement is governed by the law of the State of New York and that the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention. (i) The Indenture Trustee, to the extent it is acting in the capacity of securities intermediary with respect to Account Property, covenants and agrees that: (i) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(ii) of the relevant UCC; (ii) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of Article 8 of the UCC, the jurisdiction of the Indenture Trustee as “securities intermediary” is the State of New York; and (iii) it has, at the time of entry into this Agreement, one or more offices in the United States of America engaged in a business or other regular activity of maintaining securities accounts. To the extent that there are any other agreements with the Indenture Trustee governing the Accounts, the parties agree that each and every such agreement is hereby amended to provide that, with respect to the Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.

Establishment of Accounts. (a) The Servicer Servicer, on behalf of the Owner Trustee and the Indenture Trustee, shall establish and maintain an Eligible the Collection Account with the Securities Intermediary in the name of the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the Securityholders (deposits of the “Collection Account”), Indenture Trustee have the Required Deposit Rating or (ii) the Noteholders Collection Account is maintained in a segregated trust account in the trust department of the Indenture Trustee; provided, however, that all amounts held in the Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the “Note Distribution Account”Servicer shall have failed to give investment directions for any funds on deposit in the Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iii) the Securityholders (the “Reserve Fund”) and (iv) or (vi) of the Securityholders (definition of Eligible Investments. All such Eligible Investments shall mature not later than the “Yield Supplement Account”)Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not, to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Indenture Trustee. (b) Earnings on investment of funds in the Collection Account shall be paid to the Servicer on each caseDistribution Date as servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the Collection Account. (c) Subject to the foregoing, the Servicer, on behalf of the Owner Trustee and the Indenture Trustee, shall establish and maintain the Collection Account as an Eligible Deposit Account in the name of and under the exclusive control of the Indenture Trustee, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, The Indenture Trustee will be obligated to transfer all amounts remaining on deposit in the event that Collection Account on the Indenture Trustee is no longer an Eligible Institution, Distribution Date on which the Servicer shall, with the assistance Notes of all Classes have been paid in full (or substantially all of the Indenture Trustee as necessaryTrust Estate is otherwise released from the lien of the Indenture) to another Eligible Deposit Account established pursuant to the Trust Agreement for the benefit of the Certificateholders (the "Trust Collection Account"), cause the Accounts and to be moved take all necessary or appropriate actions to an Eligible Institution. (b) To the extent permitted by applicable lawstransfer all of its right, rules title and regulations, all amounts held interest in the Collection Account, all funds or investments held therein and all proceeds thereof, whether or not on behalf of the Reserve Fund and Securityholders, to the Yield Supplement Owner Trustee for the benefit of the Certificateholders, subject to the limitations set forth in the Indenture with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Distribution Date. After the transfer to the Trust Collection Account described in the immediately preceding sentence, references in this Agreement to "Collection Account" shall be either invested by deemed to be references to the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in "Trust Collection Account." (d) With respect to the Collection Account (net of losses and investment expenses) shall be paid to all property held therein, the Servicer as part of Owner Trustee agrees, by its acceptance hereof that, on the Supplemental Servicing Fee terms and any losses and investment expenses shall be charged against the funds on deposit conditions set forth in the related Account. (i) Except Indenture, for so long as otherwise provided in Section 4.01(b)Notes of any Class remain outstanding, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time therein (excluding interest or investment income thereon payable to time in the Accounts Servicer or the Seller, as the case may be), and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or and the SecurityholdersCertificateholders, as the case may be. (ii) Notwithstanding anything else contained herein, as set forth in the Indenture. The parties hereto agree that the Issuer, the Servicer agrees Owner Trustee and the Holders of the Certificates have no right, title or interest in the Reserve Account or any amounts on deposit therein at any time. The parties hereto agree that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting the Servicer Servicer, Indenture Trustee or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement Agreement, as the case may be. Notwithstanding the foregoing, the Servicer shall be entitled to withhold, or permitting to be reimbursed from amounts otherwise payable into or on deposit in the Indenture Trustee Collection Account, as the case may be, amounts previously deposited in the Collection Account but later determined to carry out its duties under the Indenturehave resulted from mistaken deposits or posting.

Establishment of Accounts. (a) The Servicer As of the Closing Date, the Issuer covenants to have established and shall establish thereafter maintain the Non-Principal Account, the Principal Account, the Distribution Account and maintain the Reserve Account (collectively, the “Series Accounts”) each of which shall be an Eligible Account with the Securities Intermediary in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “Collection Deposit Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To If the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment depositary institution wishes to resign as depositary of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part any of the Supplemental Servicing Fee and Series Accounts for any losses and investment expenses reason or fails to carry out the instructions of the Issuer for any reason, then the Issuer shall be charged against promptly notify the funds Indenture Trustee on deposit in behalf of the related AccountSeries 2014-1 Noteholders. (ic) Except as otherwise provided in Section 4.01(b)On or before the Closing Date, the Indenture Trustee Issuer shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other a depositary agreement related to such account govern the Series Accounts pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account accounts are continuously identified in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institutiondepositary institution’s customary procedures such that such Eligible Institution establishes books and records as subject to a Security Entitlement security interest in favor of the Indenture Trustee with respect thereto over which on behalf of the Series 2014-1 Noteholders, and, except as may be expressly provided herein to the contrary, in order to perfect the security interest of the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer on behalf of the Series 2014-1 Noteholders under the UCC, the Indenture Trustee on behalf of the Series 2014-1 Noteholders shall have the powerpower to direct disposition of the funds in the Series Accounts without further consent by the Issuer; provided, revocable however, that prior to the delivery by the Indenture Trustee on behalf of the Series 2014-1 Noteholders of notice otherwise, the Issuer shall have the right to direct the disposition of funds in the Series Accounts; provided, further that the Indenture Trustee on behalf of the Series 2014-1 Noteholders agrees that it will not deliver such notice or exercise its power to direct disposition of the funds in the Series Accounts unless an Event of Default has occurred and is continuing. Upon delivery of the foregoing notice by the Owner Indenture Trustee on behalf of the Series 2014-1 Noteholders, the depositary institution shall comply with the orders of the Indenture Trustee on behalf of the Series 2014-1 Noteholders without further consent by the Issuer. (d) The Issuer shall not close any of the Series Accounts unless it shall have (i) received the prior consent of the Indenture TrusteeTrustee on behalf of the Series 2014-1 Noteholders, (ii) established a new Eligible Deposit Account with the depositary institution holding the Series Account being closed or with a new depositary institution satisfactory to instruct the Indenture Trustee on behalf of the Series 2014-1 Noteholders, (iii) entered into a depositary agreement to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee govern such new account(s) with such new depositary institution which agreement is satisfactory in all respects to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee on behalf of the Noteholders (whereupon such new account(s) shall become the applicable Series Account(s) for all purposes of this Indenture Supplement), and (iv) taken all such action as the Indenture Trustee on behalf of the Series 2014-1 Noteholders shall reasonably require to carry out its duties under grant and perfect a first priority security interest in such account(s) in favor of the IndentureIndenture Trustee.

Establishment of Accounts. (ai) The Servicer shall establish Borrower hereby directs the Collateral Agent to establish, and maintain an Eligible Account with the Securities Intermediary Collateral Agent hereby does establish, the following non-interest bearing trust accounts (such accounts and sub-accounts and any successor accounts, the “Accounts”), each to be maintained by the Collateral Agent as a securities intermediary and to be held in trust in the name of the Indenture Trustee Borrower for the benefit of the Secured Party: (iA) a securities account (account number OD0901.2) at the Securityholders Collateral Agent (the “Collection Account”), into which all amounts received with respect to the Collateral shall be deposited and from which certain amounts shall be distributed from time to time, each in accordance with this Agreement; (iiB) a securities account (account number OD0901.3) at the Noteholders Collateral Agent (the “Note Distribution Reserve Account”), into which the Draws and certain other amounts are funded from time to time and from which certain amounts shall be distributed from time to time, each in accordance this Agreement; and (iiiC) a securities account (account number OD0901.4) at the Securityholders Collateral Agent (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Collateral Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account which certain Collateral shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit credited from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part for purposes of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may beUCC perfection). (ii) Notwithstanding anything else contained herein, the Servicer The Collateral Agent hereby confirms and agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: that: (A) it will comply with Entitlement Orders related the Accounts shall be deemed to such account issued by be “securities accounts” as defined in Section 8-501(a) of the Indenture Trustee without further consent by the Servicer or Issuer; UCC; (B) until termination of this Agreement, it will the Collateral Agent shall not enter into any other agreement related to such change the name or account pursuant to which it agrees to comply with Entitlement Orders number of any Person other than Account without prior written notice to each of the Indenture Trustee; parties hereto; (C) all Account Property delivered securities or other property underlying any financial assets credited to the Accounts in accordance with this Agreement shall be registered in the name of the Collateral Agent, indorsed to the Collateral Agent in blank or credited to it another securities account maintained in connection with such account the name of the Collateral Agent and in no case will any financial asset credited to any Account be registered in the name of the Borrower, payable to the order of the Borrower or specially indorsed to the Borrower except to the extent the foregoing have been specially indorsed to the Collateral Agent or in blank; (D) all proceeds thereof property and payment delivered to the Collateral Agent pursuant to this Agreement will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and the appropriate Account; (E) all each Account Property will is an account to which financial assets are or may be physically delivered (accompanied by credited, and the Collateral Agent shall, subject to the terms of this Agreement, treat the Borrower as entitled to exercise the rights that comprise any required endorsements) to, or financial asset credited to an account in the name ofaccount; and (F) the Collateral Agent shall promptly deliver copies of all statements, confirmations and other correspondence concerning the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor Accounts and/or any financial assets credited thereto simultaneously to each of the Indenture Trustee with respect thereto over which Borrower and the Indenture Trustee Secured Party (or such other Eligible Institutionunless the Collateral Agent shall also be the Secured Party) has Controlat the address for each set forth in Section 9.02 of this Agreement. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Establishment of Accounts. (a) The MBFS USA (as Servicer hereunder) shall establish the following Accounts, on or before the Closing Date, and maintain each as an Eligible Deposit Account with the Securities Intermediary in the name of the Indenture Trustee, at the Securities Intermediary, on behalf of the Indenture Trustee, for the benefit of: (i) the Securityholders, designated as the “Mercedes-Benz Auto Receivables Trust 2023-1 Collection Account, U.S. Bank Trust Company, National Association, Indenture Trustee” (the “Collection Account”); (ii) the Noteholders, designated as the “Mercedes-Benz Auto Receivables Trust 2023-1 Note Payment Account, U.S. Bank Trust Company, National Association, Indenture Trustee” (the “Note Payment Account”); and (iii) the Noteholders, which has been pledged by the Issuer to the Indenture Trustee for the benefit of (i) the Securityholders (Noteholders, designated as the “Collection Account”)Mercedes-Benz Auto Receivables Trust 2023-1 Reserve Fund, (ii) the Noteholders (the “Note Distribution Account”)U.S. Bank Trust Company, (iii) the Securityholders National Association, Indenture Trustee” (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), ; in each case, case bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the related SecurityholdersPersons. Except as otherwise provided in this AgreementThe Accounts shall be under the control of the Securities Intermediary on behalf of the Indenture Trustee; provided, in however, that the event that Servicer may direct the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, in writing to make (or cause the Accounts to be moved made) deposits to an Eligible Institution. (b) To and withdrawals from the extent permitted by applicable laws, rules and regulations, all amounts held Accounts in the Collection Account, the Reserve Fund accordance with this Agreement and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cashother Basic Documents. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit All monies deposited from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be held by, or in the name of, the Indenture Trustee as part of the Owner Trust Estate. The Accounts Property, and all deposits to and withdrawals therefrom shall be under made only upon the sole dominion terms and control conditions of the Indenture Trustee for Basic Documents. Amounts on deposit in each Account shall, to the benefit extent permitted by Applicable Law, be invested, as directed in writing by the Servicer, in Eligible Investments. If, at any time, any of the Noteholders or Accounts ceases to be an Eligible Deposit Account, the SecurityholdersServicer shall, as the case may besoon as commercially practicable but in any event within 60 calendar days, establish and maintain a new Eligible Deposit Account for such Account and for all cash and investments held in such Account. (iib) Notwithstanding anything else contained herein, The Issuer and the Servicer agrees agree that the Reserve Fundeach institution, the Yield Supplement with which an Account and the Collection Account is established, will be established only with an Eligible Institution which agrees agree substantially as follows: : (Ai) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee Trustee, without further consent by the Servicer or Issuer; Servicer; (Bii) until termination of this Agreement, it will not enter into any other agreement related to such account Account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; ; (Ciii) all Account Property Collateral delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; Account; (Div) it will treat all Account Property Collateral as Financial Assets; and and (Ev) all Account Property Collateral will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution institution maintaining the related Account in accordance with such Eligible Institutioninstitution’s customary procedures such that such Eligible Institution institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iiic) The Servicer shall have If on any Payment Date the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent sum of the Indenture Trustee, to instruct amounts on deposit in the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting related Collection Period and the Reserve Fund on such Payment Date equals or exceeds the Note Balance, all accrued and unpaid interest thereon and all amounts due to the Servicer or and the Owner Trustee Trustees, all such amounts on deposit will be applied up to carry out its respective duties hereunder or under the Trust Agreement or permitting amounts necessary to retire the Indenture Trustee to carry out its duties under the IndentureNotes and pay such amounts due.

Establishment of Accounts. (a) The MBFS USA (as Servicer hereunder) shall establish the following Accounts, on or before the Closing Date, and maintain each as an Eligible Deposit Account with the Securities Intermediary in the name of the Indenture Trustee, at the Securities Intermediary, on behalf of the Indenture Trustee, for the benefit of: (i) the Securityholders, designated as the “Mercedes-Benz Auto Receivables Trust 2023-2 Collection Account, U.S. Bank Trust Company, National Association, Indenture Trustee” (the “Collection Account”); (ii) the Noteholders, designated as the “Mercedes-Benz Auto Receivables Trust 2023-2 Note Payment Account, U.S. Bank Trust Company, National Association, Indenture Trustee” (the “Note Payment Account”); and (iii) the Noteholders, which has been pledged by the Issuer to the Indenture Trustee for the benefit of (i) the Securityholders (Noteholders, designated as the “Collection Account”)Mercedes-Benz Auto Receivables Trust 2023-2 Reserve Fund, (ii) the Noteholders (the “Note Distribution Account”)U.S. Bank Trust Company, (iii) the Securityholders National Association, Indenture Trustee” (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), ; in each case, case bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the related SecurityholdersPersons. Except as otherwise provided in this AgreementThe Accounts shall be under the control of the Securities Intermediary on behalf of the Indenture Trustee; provided, in however, that the event that Servicer may direct the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, in writing to make (or cause the Accounts to be moved made) deposits to an Eligible Institution. (b) To and withdrawals from the extent permitted by applicable laws, rules and regulations, all amounts held Accounts in the Collection Account, the Reserve Fund accordance with this Agreement and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cashother Basic Documents. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit All monies deposited from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be held by, or in the name of, the Indenture Trustee as part of the Owner Trust Estate. The Accounts Property, and all deposits to and withdrawals therefrom shall be under made only upon the sole dominion terms and control conditions of the Indenture Trustee for Basic Documents. Amounts on deposit in each Account shall, to the benefit extent permitted by Applicable Law, be invested, as directed in writing by the Servicer, in Eligible Investments. If, at any time, any of the Noteholders or Accounts ceases to be an Eligible Deposit Account, the SecurityholdersServicer shall, as the case may besoon as commercially practicable but in any event within 60 calendar days, establish and maintain a new Eligible Deposit Account for such Account and for all cash and investments held in such Account. (iib) Notwithstanding anything else contained herein, The Issuer and the Servicer agrees agree that the Reserve Fundeach institution, the Yield Supplement with which an Account and the Collection Account is established, will be established only with an Eligible Institution which agrees agree substantially as follows: : (Ai) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee Trustee, without further consent by the Servicer or Issuer; Servicer; (Bii) until termination of this Agreement, it will not enter into any other agreement related to such account Account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; ; (Ciii) all Account Property Collateral delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; Account; (Div) it will treat all Account Property Collateral as Financial Assets; and and (Ev) all Account Property Collateral will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution institution maintaining the related Account in accordance with such Eligible Institutioninstitution’s customary procedures such that such Eligible Institution institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iiic) The Servicer shall have If on any Payment Date the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent sum of the Indenture Trustee, to instruct amounts on deposit in the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting related Collection Period and the Reserve Fund on such Payment Date equals or exceeds the Note Balance, all accrued and unpaid interest thereon and all amounts due to the Servicer or and the Owner Trustee Trustees, all such amounts on deposit will be applied up to carry out its respective duties hereunder or under the Trust Agreement or permitting amounts necessary to retire the Indenture Trustee to carry out its duties under the IndentureNotes and pay such amounts due.

Establishment of Accounts. (a) The Servicer As of the Closing Date, the Issuer covenants to have established and shall establish thereafter maintain the Non-Principal Account, the Principal Account, the Distribution Account and maintain the Reserve Account (collectively, the “Series Accounts”) each of which shall be an Eligible Account with the Securities Intermediary in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “Collection Deposit Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To If the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment depositary institution wishes to resign as depositary of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part any of the Supplemental Servicing Fee and Series Accounts for any losses and investment expenses reason or fails to carry out the instructions of the Issuer for any reason, then the Issuer shall be charged against promptly notify the funds Indenture Trustee on deposit in behalf of the related AccountSeries 2006-2 Noteholders. (ic) Except as otherwise provided in Section 4.01(b)On or before the Closing Date, the Indenture Trustee Issuer shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other a depositary agreement related to such account govern the Series Accounts pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account accounts are continuously identified in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institutiondepositary institution’s customary procedures such that such Eligible Institution establishes books and records as subject to a Security Entitlement security interest in favor of the Indenture Trustee with respect thereto over which on behalf of the Series 2006-2 Noteholders, and, except as may be expressly provided herein to the contrary, in order to perfect the security interest of the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer on behalf of the Series 2006-2 Noteholders under the UCC, the Indenture Trustee on behalf of the Series 2006-2 Noteholders shall have the powerpower to direct disposition of the funds in the Series Accounts without further consent by the Issuer; provided, revocable however, that prior to the delivery by the Indenture Trustee on behalf of the Series 2006-2 Noteholders of notice otherwise, the Issuer shall have the right to direct the disposition of funds in the Series Accounts; provided, further that the Indenture Trustee on behalf of the Series 2006-2 Noteholders agrees that it will not deliver such notice or exercise its power to direct disposition of the funds in the Series Accounts unless an Event of Default has occurred and is continuing. Upon delivery of the foregoing notice by the Owner Indenture Trustee on behalf of the Series 2006-2 Noteholders, the depositary institution shall comply with the orders of the Indenture Trustee on behalf of the Series 2006-2 Noteholders without further consent by the Issuer. (d) The Issuer shall not close any of the Series Accounts unless it shall have (i) received the prior consent of the Indenture TrusteeTrustee on behalf of the Series 2006-2 Noteholders, (ii) established a new Eligible Deposit Account with the depositary institution holding the Series Account being closed or with a new depositary institution satisfactory to instruct the Indenture Trustee on behalf of the Series 2006-2 Noteholders, (iii) entered into a depositary agreement to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee govern such new account(s) with such new depositary institution which agreement is satisfactory in all respects to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee on behalf of Noteholders (whereupon such new account(s) shall become the applicable Series Account(s) for all purposes of this Indenture Supplement), and (iv) taken all such action as the Indenture Trustee on behalf of the Series 2006-2 Noteholders shall reasonably require to carry out its duties under grant and perfect a first priority security interest in such account(s) in favor of the IndentureIndenture Trustee.

Establishment of Accounts. (a) The Servicer shall establish and maintain an Eligible Account with cause to be established the Securities Intermediary following accounts: (i) For the benefit of the Securityholders in the name of the Indenture Trustee for the benefit of (i) the Securityholders Trustee, an account (the “Collection Account”), which shall be an Eligible Account initially established with the Securities Intermediary. (ii) For the Noteholders benefit of the Securityholders in the name of the Indenture Trustee, an account (the “Note Distribution Reserve Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer which shall be an Eligible Institution, the Servicer shall, Account initially established with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible InstitutionSecurities Intermediary. (b) To All amounts held in the Collection Account and the Reserve Account (collectively, the “Accounts”) shall, to the extent permitted by applicable laws, rules and regulationsregulations and as directed by the Servicer, all be invested by the Indenture Trustee in Eligible Investments in accordance with Section 8.03 of the Indenture. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection AccountAccount unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Reserve Fund Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (c) If either (i) the Servicer, in its sole discretion and for any reason, notifies the Indenture Trustee and the Yield Supplement Account shall Owner Trustee in writing that the Accounts should be either invested moved or (ii) the Indenture Trustee or the Owner Trustee, as applicable, notifies the Servicer that the short-term unsecured debt obligations of the Indenture Trustee or the Owner Trustee, as applicable, no longer have the Required Deposit Rating, then, in each case, the Servicer shall, within ten Business Days after receipt of the notice described in clause (i) or (ii), as applicable, cause the Accounts (x) to be moved to segregated trust accounts in a bank or trust company selected by the Securities Intermediary in Eligible Investments selected in writing by Servicer, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (y) to be moved to the trust department of the Indenture Trustee or the Owner Trustee, as applicable. The Indenture Trustee or the Owner Trustee, as applicable, shall assist the Servicer or maintained in cash. No amounts held with the moving of Accounts described in the Note Distribution Account will be invested. preceding sentence. (d) Earnings on investment of funds in the Collection Account (net of losses and investment expenses) the Reserve Account shall be paid to the Servicer as part of the Supplemental Servicing Fee additional servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related Collection Account or the Reserve Account, as applicable. (ie) Except for the Collection Account and the Reserve Account, there are no accounts required to be maintained under the Basic Documents. (f) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Distribution Date on which the Notes of all Classes have been paid in full (or when substantially all of the Collateral is otherwise released from the lien of the Indenture) to the Designated Account, and take all necessary or appropriate actions to transfer all of its right, title and interest in the Collection Account, all funds or investments held therein and all proceeds thereof, whether or not on behalf of the Securityholders, to the Owner Trustee for the benefit of the Certificateholders, subject to the limitations set forth in the Indenture with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Distribution Date. After the transfer to the Designated Account described in the immediately preceding sentence, references in this Agreement to “Collection Account” shall be deemed to be references to the “Designated Account.” (g) With respect to the Accounts and all property held therein, the Issuer agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as otherwise provided in Section 4.01(b)Notes of any Class remain outstanding, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time therein (excluding interest or investment income thereon payable to time in the Accounts Servicer or the Seller, as the case may be), and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or and the SecurityholdersCertificateholders, as the case may be. (ii) Notwithstanding anything else contained herein, as set forth in the Servicer agrees Indenture. The parties hereto agree that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee Issuer with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting the Servicer Servicer, Indenture Trustee, Issuer or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement Agreement, as the case may be. Notwithstanding the foregoing, the Servicer shall be entitled to withhold, or permitting to be reimbursed from amounts otherwise payable into or on deposit in the Collection Account, as the case may be, amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or posting. (h) With respect to the Account Property, the parties hereto agree that: (i) any Account Property that consists of uninvested funds shall be held solely in Eligible Accounts and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Basic Documents, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Account Property that constitutes Physical Property shall be delivered to carry out the Indenture Trustee or its duties designee, in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any such designee; (iii) any Account Property that is an “uncertificated security” under Article 8 of the IndentureUCC and that is not governed by clause (iv) below shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or such designee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its designee’s) ownership of such security on the books of the issuer thereof; (iv) any Account Property that is an uncertificated security that is a “book-entry security” (as such term is defined in Federal Reserve Bank Operating Circular No. 7) held in a securities account at a Federal Reserve Bank and eligible for transfer through the Fedwire® Securities Service operated by the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or its designee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry registration of such Account Property as described in such paragraph; and (v) to the extent any Account Property is credited to a securities account, the account agreement establishing such securities account shall provide that the account agreement is governed by the law of the State of New York, the Indenture Trustee has control within the meaning of Section 8-106(d)(2) of the UCC, and that the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention. To the extent that there are any other agreements with the Indenture Trustee governing the Accounts, the parties agree that each and every such agreement is hereby amended to provide that, with respect to the Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.

Establishment of Accounts. (a) The Servicer shall establish and maintain Trustee has created an Eligible administrative sub-account within the Collection Account with the Securities Intermediary in the name of the Indenture Trustee for the benefit of Holders of Notes from a Group V Series of Notes (i) the Securityholders (such sub-account, the “Group V Collection Account”). In addition, (ii) the Noteholders (Trustee shall create two administrative sub-accounts within the “Note Distribution Collection Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held . One such sub-account shall be established for the benefit of the related SecurityholdersSeries 2010-1 Noteholders (such sub-account, the “Series 2010-1 Collection Account”). Except as otherwise provided in this AgreementThe second sub-account shall be established for the benefit of the Series 2010-1 Noteholders (such sub-account, the “Series 2010-1 Excess Funding Account”). The Trustee will further divide the Series 2010-1 Excess Funding Account by creating an additional administrative sub-account for the benefit of the Series 2010-1 Noteholders (such sub-account, the “Series 2010-1 Cash Liquidity Account”). Portions of funds on deposit in the event that Series 2010-1 Excess Funding Account may, from time to time hereafter, be designated by RCFC as either (i) the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance Series 2010-1 Cash Liquidity Amount or (ii) all or a portion of the Indenture Trustee as necessary, cause Substitute Group V Exchanged Vehicle Proceeds Amount. These designated amounts shall be available only for the Accounts purposes specified herein and shall not be otherwise generally available for withdrawal to be moved to an Eligible Institutionused for the same purposes as other funds in the Series 2010-1 Excess Funding Account. (b) To The Trustee will further divide the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Series 2010-1 Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee by creating an additional administrative sub-account for the benefit of the Series 2010-1 Noteholders or (such sub-account, the Securityholders, as the case may be“Series 2010-1 Accrued Interest Account”). (iic) Notwithstanding anything else contained hereinAll Collections in respect of the Group V Collateral and allocable to the Group V Series of Notes shall be allocated to the Group V Collection Account. All Collections in the Group V Collection Account allocable to the Series 2010-1 Notes and the Series 2010-1 Available Subordinated Amount shall be allocated to the Series 2010-1 Collection Account or the Series 2010-1 Excess Funding Account as provided below; provided, however, the Servicer agrees that Trustee shall also deposit all amounts required to be deposited in the Reserve FundSeries 2010-1 Cash Liquidity Account as provided hereinbelow and such amounts on deposit in the Series 2010-1 Cash Liquidity Account shall only be available for application as provided in Sections 4.8(c) and 4.9, and shall not be available to be withdrawn in respect of amounts otherwise to be withdrawn from the Yield Series 2010-1 Excess Funding Account pursuant to the Base Indenture, this Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has ControlSeries Supplement. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Establishment of Accounts. (a) The DTFS USA (as Servicer hereunder) shall establish the following Accounts, on or before the Closing Date, and maintain each as an Eligible Deposit Account with the Securities Intermediary in the name of the Indenture Trustee Trustee, at an Eligible Institution (which shall initially be the Securities Intermediary, on behalf of the Indenture Trustee) for the benefit of of: (i) the Securityholders Securityholders, designated as the “Daimler Trucks Retail Trust 2022-1 Collection Account, U.S. Bank Trust Company, National Association, Indenture Trustee” (the “Collection Account”), ; (ii) the Noteholders Noteholders, designated as the “Daimler Trucks Retail Trust 2022-1 Note Payment Account, U.S. Bank Trust Company, National Association, Indenture Trustee” (the “Note Distribution Payment Account”), ; and (iii) the Securityholders Noteholders, designated as the “Daimler Trucks Retail Trust 2022-1 Reserve Fund, U.S. Bank Trust Company, National Association, Indenture Trustee” (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), ; in each case, case bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related SecurityholdersPersons. Except as otherwise provided in this AgreementThe Accounts shall be under the control of the Securities Intermediary on behalf of the Indenture Trustee; provided, in however, that the event that Servicer may direct the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, in writing to make (or cause the Accounts to be moved made) deposits to an Eligible Institution. (b) To and withdrawals from the extent permitted by applicable laws, rules and regulations, all amounts held Accounts in the Collection Account, the Reserve Fund accordance with this Agreement and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cashother Basic Documents. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit All monies deposited from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be held by, or in the name of, the Indenture Trustee as part of the Owner Trust Estate. The Accounts Property, and all deposits to and withdrawals therefrom shall be under made only upon the sole dominion terms and control conditions of the Indenture Trustee for Basic Documents. Amounts on deposit in each Account shall, to the benefit of the Noteholders or the Securityholdersextent permitted by Applicable Law, be invested, as directed in writing by the case may beServicer, by the Eligible Institution then maintaining such Account in Eligible Investments. (iib) Notwithstanding anything else contained herein, The Issuer and the Servicer agrees agree that the Reserve Fundeach Eligible Institution, the Yield Supplement with which an Account and the Collection Account is established, will be established only with an Eligible Institution which agrees agree substantially as follows: : (Ai) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee Trustee, without further consent by the Servicer or Issuer; Servicer; (Bii) until termination of this Agreement, it will not enter into any other agreement related to such account Account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; ; (Ciii) all Account Property Collateral delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; Account; (Div) it will treat all Account Property Collateral as Financial Assets; and and (Ev) all Account Property Collateral will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iiic) The Servicer shall have If on any Payment Date the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent sum of the Indenture Trustee, to instruct amounts on deposit in the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting related Collection Period and the Reserve Fund on such Payment Date equals or exceeds the Note Balance, all accrued and unpaid interest thereon and all amounts due to the Servicer or and the Owner Trustee Trustees, all such amounts on deposit will be applied up to carry out its respective duties hereunder or under the Trust Agreement or permitting amounts necessary to retire the Indenture Trustee to carry out its duties under the IndentureNotes and pay such amounts due.

Establishment of Accounts. (a) The Servicer shall establish and maintain an Eligible Account with cause to be established the Securities Intermediary following accounts: (i) For the benefit of the Securityholders in the name of the Indenture Trustee for the benefit of (i) the Securityholders Trustee, an account (the “Collection Account”), which shall be an Eligible Account initially established with the Indenture Trustee. (ii) For the Noteholders benefit of the Securityholders in the name of the Indenture Trustee, an account (the “Note Distribution Reserve Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that which shall be an Eligible Account initially established with the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution.Trustee. 34 (NAROT 2018-C Sale and Servicing Agreement) (b) To All amounts held in the Collection Account and the Reserve Account (collectively, the “Accounts”) shall, to the extent permitted by applicable laws, rules and regulationsregulations and as directed by the Servicer, all be invested by the Indenture Trustee in Eligible Investments in accordance with Section 8.03 of the Indenture. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection AccountAccount unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Reserve Fund Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (c) If either (i) the Servicer, in its sole discretion and for any reason, notifies the Indenture Trustee and the Yield Supplement Account shall Owner Trustee in writing that the Accounts should be either invested moved or (ii) the Indenture Trustee or the Owner Trustee, as applicable, notifies the Servicer that the short-term unsecured debt obligations of the Indenture Trustee or the Owner Trustee, as applicable, no longer have the Required Deposit Rating, then, in each case, the Servicer shall, within ten Business Days after receipt of the notice described in clause (i) or (ii), as applicable, cause the Accounts (x) to be moved to segregated trust accounts in a bank or trust company selected by the Securities Intermediary in Eligible Investments selected in writing by Servicer, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (y) to be moved to the trust department of the Indenture Trustee or the Owner Trustee, as applicable. The Indenture Trustee or the Owner Trustee, as applicable, shall assist the Servicer or maintained in cash. No amounts held with the moving of Accounts described in the Note Distribution Account will be invested. preceding sentence. (d) Earnings on investment of funds in the Collection Account (net of losses and investment expenses) the Reserve Account shall be paid to the Servicer as part of the Supplemental Servicing Fee additional servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related Collection Account or the Reserve Account, as applicable. (ie) Except for the Collection Account and the Reserve Account, there are no accounts required to be maintained under the Basic Documents. (f) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Distribution Date on which the Notes of all Classes have been paid in full (or when substantially all of the Collateral is otherwise released from the lien of the Indenture) to the Designated Account, and take all necessary or appropriate actions to transfer all of its right, title and interest in the Collection Account, all funds or investments held therein and all proceeds thereof, whether or not on behalf of the Securityholders, to the Owner Trustee for the benefit of the Certificateholders, subject to the limitations set forth in the Indenture with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Distribution Date. After the transfer to the Designated Account described in the immediately preceding sentence, references in this Agreement to “Collection Account” shall be deemed to be references to the “Designated Account.” 35 (NAROT 2018-C Sale and Servicing Agreement) (g) With respect to the Accounts and all property held therein, the Owner Trustee agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as otherwise provided in Section 4.01(b)Notes of any Class remain outstanding, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time therein (excluding interest or investment income thereon payable to time in the Accounts Servicer or the Seller, as the case may be), and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or and the SecurityholdersCertificateholders, as the case may be. (ii) Notwithstanding anything else contained herein, as set forth in the Servicer agrees Indenture. The parties hereto agree that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting the Servicer Servicer, Indenture Trustee or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement Agreement, as the case may be. Notwithstanding the foregoing, the Servicer shall be entitled to withhold, or permitting to be reimbursed from amounts otherwise payable into or on deposit in the Collection Account, as the case may be, amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or posting. (h) With respect to the Account Property, the parties hereto agree that: (i) any Account Property that consists of uninvested funds shall be held solely in Eligible Accounts and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Basic Documents, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Account Property that constitutes Physical Property shall be delivered to carry out the Indenture Trustee or its duties designee, in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any such designee; (iii) any Account Property that is an “uncertificated security” under Article 8 of the IndentureUCC and that is not governed by clause (iv) below shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or such designee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its designee’s) ownership of such security on the books of the issuer thereof; (iv) any Account Property that is an uncertificated security that is a “book-entry security” (as such term is defined in Federal Reserve Bank Operating Circular No. 7) held in a securities account at a Federal Reserve Bank and eligible for transfer through the Fedwire® Securities Service operated by the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or its designee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry registration of such Account Property as described in such paragraph; and (v) to the extent any Account Property is credited to a securities account, the account agreement establishing such securities account shall provide that the account agreement is governed by the law of the State of New York and that the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention. (i) The Indenture Trustee, to the extent it is acting in the capacity of securities intermediary with respect to Account Property, covenants and agrees that: (i) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(ii) of the relevant UCC; (ii) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of Article 8 of the UCC, the jurisdiction of the Indenture Trustee as “securities intermediary” is the State of New York; and (iii) it has, at the time of entry into this Agreement, one or more offices in the United States of America engaged in a business or other regular activity of maintaining securities accounts. To the extent that there are any other agreements with the Indenture Trustee governing the Accounts, the parties agree that each and every such agreement is hereby amended to provide that, with respect to the Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.

Establishment of Accounts. (a) The Servicer shall establish and maintain an Eligible Account with the Securities Intermediary and in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “"Collection Account”"), (ii) the Noteholders (the “"Note Distribution Account”"), (iii) the Securityholders Noteholders (the “"Reserve Fund”) and "), (iv) the Securityholders (the “"Yield Supplement Account”") and (v) the Securityholders (the "Payahead Account"), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To the extent permitted by applicable laws, rules and regulations, all amounts held in (i) the Collection Account, the Note Distribution Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary Indenture Trustee in Eligible Permitted Investments selected in writing by the Servicer or maintained in cash and (ii) the Payahead Account shall be either invested by the Indenture Trustee in investments defined in clause (vii) of the definition of the term "Permitted Investments" selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Accounts (other than the Yield Supplement Account and the Reserve Fund) (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement each Account and the Collection Certificate Distribution Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or IssuerServicer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s 's customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Establishment of Accounts. (a) The Servicer As of the Closing Date, the Issuer covenants to have established and shall establish thereafter maintain the Non-Principal Account, the Principal Account, the Distribution Account and maintain the Reserve Account (collectively, the “Series Accounts”) each of which shall be an Eligible Account with the Securities Intermediary in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “Collection Deposit Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To If the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment depositary institution wishes to resign as depositary of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part any of the Supplemental Servicing Fee and Series Accounts for any losses and investment expenses reason or fails to carry out the instructions of the Issuer for any reason, then the Issuer shall be charged against promptly notify the funds Indenture Trustee on deposit in behalf of the related AccountSeries 2006-4 Noteholders. (ic) Except as otherwise provided in Section 4.01(b)On or before the Closing Date, the Indenture Trustee Issuer shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other a depositary agreement related to such account govern the Series Accounts pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account accounts are continuously identified in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institutiondepositary institution’s customary procedures such that such Eligible Institution establishes books and records as subject to a Security Entitlement security interest in favor of the Indenture Trustee with respect thereto over which on behalf of the Series 2006-4 Noteholders, and, except as may be expressly provided herein to the contrary, in order to perfect the security interest of the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer on behalf of the Series 2006-4 Noteholders under the UCC, the Indenture Trustee on behalf of the Series 2006-4 Noteholders shall have the powerpower to direct disposition of the funds in the Series Accounts without further consent by the Issuer; provided, revocable however, that prior to the delivery by the Indenture Trustee on behalf of the Series 2006-4 Noteholders of notice otherwise, the Issuer shall have the right to direct the disposition of funds in the Series Accounts; provided, further that the Indenture Trustee on behalf of the Series 2006-4 Noteholders agrees that it will not deliver such notice or exercise its power to direct disposition of the funds in the Series Accounts unless an Event of Default has occurred and is continuing. Upon delivery of the foregoing notice by the Owner Indenture Trustee on behalf of the Series 2006-4 Noteholders, the depositary institution shall comply with the orders of the Indenture Trustee on behalf of the Series 2006-4 Noteholders without further consent by the Issuer. (d) The Issuer shall not close any of the Series Accounts unless it shall have (i) received the prior consent of the Indenture TrusteeTrustee on behalf of the Series 2006-4 Noteholders, (ii) established a new Eligible Deposit Account with the depositary institution holding the Series Account being closed or with a new depositary institution satisfactory to instruct the Indenture Trustee on behalf of the Series 2006-4 Noteholders, (iii) entered into a depositary agreement to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee govern such new account(s) with such new depositary institution which agreement is satisfactory in all respects to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee on behalf of Noteholders (whereupon such new account(s) shall become the applicable Series Account(s) for all purposes of this Indenture Supplement), and (iv) taken all such action as the Indenture Trustee on behalf of the Series 2006-4 Noteholders shall reasonably require to carry out its duties under grant and perfect a first priority security interest in such account(s) in favor of the IndentureIndenture Trustee.

Establishment of Accounts. (a) The Servicer As of the Closing Date, the Issuer covenants to have established and shall establish thereafter maintain the Non-Principal Account, the Principal Account, the Distribution Account and maintain the Reserve Account (collectively, the “Series Accounts”) each of which shall be an Eligible Account with the Securities Intermediary in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “Collection Deposit Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To If the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment depositary institution wishes to resign as depositary of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part any of the Supplemental Servicing Fee and Series Accounts for any losses and investment expenses reason or fails to carry out the instructions of the Issuer for any reason, then the Issuer shall be charged against promptly notify the funds Indenture Trustee on deposit in behalf of the related AccountSeries 2012-2 Noteholders. (ic) Except as otherwise provided in Section 4.01(b)On or before the Closing Date, the Indenture Trustee Issuer shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other a depositary agreement related to such account govern the Series Accounts pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account accounts are continuously identified in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institutiondepositary institution’s customary procedures such that such Eligible Institution establishes books and records as subject to a Security Entitlement security interest in favor of the Indenture Trustee with respect thereto over which on behalf of the Series 2012-2 Noteholders, and, except as may be expressly provided herein to the contrary, in order to perfect the security interest of the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer on behalf of the Series 2012-2 Noteholders under the UCC, the Indenture Trustee on behalf of the Series 2012-2 Noteholders shall have the powerpower to direct disposition of the funds in the Series Accounts without further consent by the Issuer; provided, revocable however, that prior to the delivery by the Indenture Trustee on behalf of the Series 2012-2 Noteholders of notice otherwise, the Issuer shall have the right to direct the disposition of funds in the Series Accounts; provided, further that the Indenture Trustee on behalf of the Series 2012-2 Noteholders agrees that it will not deliver such notice or exercise its power to direct disposition of the funds in the Series Accounts unless an Event of Default has occurred and is continuing. Upon delivery of the foregoing notice by the Owner Indenture Trustee on behalf of the Series 2012-2 Noteholders, the depositary institution shall comply with the consent orders of the Indenture Trustee, to instruct Trustee on behalf of the Indenture Trustee to make withdrawals and payments from Series 2012-2 Noteholders without further consent by the Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the IndentureIssuer.

Establishment of Accounts. (a) The Servicer Servicer, on behalf of the Owner Trustee and the Indenture Trustee, shall establish and maintain an Eligible Account with the Securities Intermediary following accounts: (i) For the benefit of the Securityholders in the name of the Indenture Trustee for the benefit of (i) the Securityholders Trustee, an account (the “Collection Account”), which shall be an Eligible Account initially established with the Indenture Trustee; and (ii) For the Noteholders benefit of the Securityholders in the name of the Indenture Trustee, an account (the “Note Distribution Reserve Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that which shall be an Eligible Account initially established with the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible InstitutionTrustee. (b) To All amounts held in the Collection Account and the Reserve Account (collectively, the “Accounts”) shall, to the extent permitted by applicable laws, rules and regulationsregulations and as directed by the Servicer, all be invested by the Indenture Trustee in Eligible Investments in accordance with Section 8.03 of the Indenture. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, further, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection AccountAccount unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Reserve Fund Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (c) If either (i) the Servicer, in its sole discretion and for any reason, notifies the Indenture Trustee and the Yield Supplement Account shall Owner Trustee in writing that the Accounts should be either invested moved or (ii) the Indenture Trustee or the Owner Trustee, as applicable, notifies the Servicer that the short-term unsecured debt obligations of the Indenture Trustee or the Owner Trustee, as applicable, no longer have the Required Deposit Rating, then, in each case, the Servicer shall, within ten Business Days after receipt of the notice described in clause (i) or (ii), as applicable, cause the Accounts (x) to be moved to segregated trust 38 (Nissan 2014-B Sale and Servicing Agreement) accounts in a bank or trust company selected by the Securities Intermediary in Eligible Investments selected in writing by Servicer, the short term unsecured debt obligations of which shall have the Required Deposit Rating, or (y) to be moved to the trust department of the Indenture Trustee or the Owner Trustee, as applicable. The Indenture Trustee or the Owner Trustee, as applicable, shall assist the Servicer or maintained in cash. No amounts held with the moving of Accounts described in the Note Distribution Account will be invested. preceding sentence. (d) Earnings on investment of funds in the Collection Account (net of losses and investment expenses) the Reserve Account shall be paid to the Servicer as part of the Supplemental Servicing Fee additional servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related Collection Account or the Reserve Account, as applicable. (ie) Except The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Distribution Date on which the Notes of all Classes have been paid in full (or when substantially all of the Collateral is otherwise released from the lien of the Indenture) to the Designated Account, and take all necessary or appropriate actions to transfer all of its right, title and interest in the Collection Account, all funds or investments held therein and all proceeds thereof, whether or not on behalf of the Securityholders, to the Owner Trustee for the benefit of the Certificateholders, subject to the limitations set forth in the Indenture with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Distribution Date. After the transfer to the Designated Account described in the immediately preceding sentence, references in this Agreement to “Collection Account” shall be deemed to be references to the “Designated Account.” (f) With respect to the Accounts and all property held therein, the Owner Trustee agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as otherwise provided in Section 4.01(b)Notes of any Class remain outstanding, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time therein (excluding interest or investment income thereon payable to time in the Accounts Servicer or the Seller, as the case may be), and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or and the SecurityholdersCertificateholders, as the case may be. (ii) Notwithstanding anything else contained herein, as set forth in the Servicer agrees Indenture. The parties hereto agree that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting the Servicer Servicer, Indenture Trustee or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement Agreement, as the case may be. Notwithstanding the foregoing, the Servicer shall be entitled to withhold, or permitting to be reimbursed from amounts otherwise payable into or on deposit in the Collection Account, as the case may be, amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or posting. (g) With respect to the Account Property, the parties hereto agree that: (i) any Account Property that consists of uninvested funds shall be held solely in Eligible Accounts and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Basic Documents, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; 39 (Nissan 2014-B Sale and Servicing Agreement) (ii) any Account Property that constitutes Physical Property shall be delivered to carry out the Indenture Trustee or its duties designee, in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any such designee; (iii) any Account Property that is an “uncertificated security” under Article 8 of the IndentureUCC and that is not governed by clause (iv) below shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or such designee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its designee’s) ownership of such security on the books of the issuer thereof; and (iv) any Account Property that is an uncertificated security that is a “book-entry security” (as such term is defined in Federal Reserve Bank Operating Circular No. 7) held in a securities account at a Federal Reserve Bank and eligible for transfer through the Fedwire® Securities Service operated by the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or its designee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry registration of such Account Property as described in such paragraph. (h) No checks shall be issued, printed, or honored with respect to the Collection Account, the Reserve Account, or the Trust Collection Account.

Establishment of Accounts. (a) The Servicer Servicer, on behalf of the Owner Trustee and the Indenture Trustee, shall establish and maintain an Eligible Account with the Securities Intermediary following accounts: (i) For the benefit of the Securityholders in the name of the Indenture Trustee for the benefit of (i) the Securityholders Trustee, an account (the “Collection Account”), which shall be an Eligible Account initially established with the Indenture Trustee; and 37 (Nissan 2012-B Sale and Servicing Agreement) (ii) For the Noteholders benefit of the Securityholders in the name of the Indenture Trustee, an account (the “Note Distribution Reserve Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that which shall be an Eligible Account initially established with the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible InstitutionTrustee. (b) To All amounts held in the Collection Account and the Reserve Account (collectively, the “Accounts”) shall, to the extent permitted by applicable laws, rules and regulationsregulations and as directed by the Servicer, all be invested by the Indenture Trustee in Eligible Investments in accordance with Section 8.03 of the Indenture. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, further, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection AccountAccount unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Reserve Fund Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (c) If either (i) the Servicer, in its sole discretion and for any reason, notifies the Indenture Trustee and the Yield Supplement Account shall Owner Trustee in writing that the Accounts should be either invested moved or (ii) the Indenture Trustee or the Owner Trustee, as applicable, notifies the Servicer that the short-term unsecured debt obligations of the Indenture Trustee or the Owner Trustee, as applicable, no longer have the Required Deposit Rating, then, in each case, the Servicer shall, within ten Business Days after receipt of the notice described in clause (i) or (ii), as applicable, cause the Accounts (x) to be moved to segregated trust accounts in a bank or trust company selected by the Securities Intermediary in Eligible Investments selected in writing by Servicer, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (y) to be moved to the trust department of the Indenture Trustee. The Indenture Trustee or the Owner Trustee, as applicable, shall assist the Servicer or maintained in cash. No amounts held with the moving of Accounts described in the Note Distribution Account will be invested. preceding sentence. (d) Earnings on investment of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee additional servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related Collection Account. (ie) Except The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Distribution Date on which the Notes of all Classes have been paid in full (or when substantially all of the Trust Estate is otherwise released from the lien of the Indenture) to the Trust Collection Account, and take all necessary or appropriate actions to transfer all of its right, title and interest in the Collection Account, all funds or investments held therein and all proceeds thereof, whether or not on behalf of the Securityholders, to the Owner Trustee for the benefit of the Certificateholders, subject 38 (Nissan 2012-B Sale and Servicing Agreement) to the limitations set forth in the Indenture with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Distribution Date. After the transfer to the Trust Collection Account described in the immediately preceding sentence, references in this Agreement to “Collection Account” shall be deemed to be references to the “Trust Collection Account.” (f) With respect to the Accounts and all property held therein, the Owner Trustee agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as otherwise provided in Section 4.01(b)Notes of any Class remain outstanding, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time therein (excluding interest or investment income thereon payable to time in the Accounts Servicer or the Seller, as the case may be), and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or and the SecurityholdersCertificateholders, as the case may be. (ii) Notwithstanding anything else contained herein, as set forth in the Servicer agrees Indenture. The parties hereto agree that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting the Servicer Servicer, Indenture Trustee or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement Agreement, as the case may be. Notwithstanding the foregoing, the Servicer shall be entitled to withhold, or permitting to be reimbursed from amounts otherwise payable into or on deposit in the Collection Account, as the case may be, amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or posting. (g) With respect to the Account Property, the parties hereto agree that: (i) any Account Property that consists of uninvested funds shall be held solely in Eligible Accounts and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Basic Documents, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Account Property that constitutes Physical Property shall be delivered to carry out the Indenture Trustee or its duties designee, in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any such designee; (iii) any Account Property that is an “uncertificated security” under Article 8 of the Indenture.UCC and that is not governed by clause (iv) below shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or such designee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its designee’s) ownership of such security on the books of the issuer thereof; and (iv) any Account Property that is an uncertificated security that is a “book-entry security” (as such term is defined in Federal Reserve Bank Operating 39 (Nissan 2012-B Sale and Servicing Agreement)

Establishment of Accounts. (a) The MBFS USA (as Servicer hereunder) shall establish the following Accounts, on or before the Closing Date, and maintain each as an Eligible Deposit Account with the Securities Intermediary in the name of the Indenture Trustee, at the Securities Intermediary, on behalf of the Indenture Trustee, for the benefit of: (i) the Securityholders, designated as the “Mercedes-Benz Auto Receivables Trust 2022-1 Collection Account, U.S. Bank Trust Company, National Association, Indenture Trustee” (the “Collection Account”); (ii) the Noteholders, designated as the “Mercedes-Benz Auto Receivables Trust 2022-1 Note Payment Account, U.S. Bank Trust Company, National Association, Indenture Trustee” (the “Note Payment Account”); and (iii) the Noteholders, which has been pledged by the Issuer to the Indenture Trustee for the benefit of (i) the Securityholders (Noteholders, designated as the “Collection Account”)Mercedes-Benz Auto Receivables Trust 2022-1 Reserve Fund, (ii) the Noteholders (the “Note Distribution Account”)U.S. Bank Trust Company, (iii) the Securityholders National Association, Indenture Trustee” (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), ; in each case, case bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the related SecurityholdersPersons. Except as otherwise provided in this AgreementThe Accounts shall be under the control of the Securities Intermediary on behalf of the Indenture Trustee; provided, in however, that the event that Servicer may direct the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, in writing to make (or cause the Accounts to be moved made) deposits to an Eligible Institution. (b) To and withdrawals from the extent permitted by applicable laws, rules and regulations, all amounts held Accounts in the Collection Account, the Reserve Fund accordance with this Agreement and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cashother Basic Documents. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit All monies deposited from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be held by, or in the name of, the Indenture Trustee as part of the Owner Trust Estate. The Accounts Property, and all deposits to and withdrawals therefrom shall be under made only upon the sole dominion terms and control conditions of the Indenture Trustee for Basic Documents. Amounts on deposit in each Account shall, to the benefit extent permitted by Applicable Law, be invested, as directed in writing by the Servicer, in Eligible Investments. If, at any time, any of the Noteholders or Accounts ceases to be an Eligible Deposit Account, the SecurityholdersServicer shall, as the case may besoon as commercially practicable but in any event within 60 calendar days, establish and maintain a new Eligible Deposit Account for such Account and for all cash and investments held in such Account. (iib) Notwithstanding anything else contained herein, The Issuer and the Servicer agrees agree that the Reserve Fundeach institution, the Yield Supplement with which an Account and the Collection Account is established, will be established only with an Eligible Institution which agrees agree substantially as follows: : (Ai) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee Trustee, without further consent by the Servicer or Issuer; Servicer; (Bii) until termination of this Agreement, it will not enter into any other agreement related to such account Account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; ; (Ciii) all Account Property Collateral delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; Account; (Div) it will treat all Account Property Collateral as Financial Assets; and and (Ev) all Account Property Collateral will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution institution maintaining the related Account in accordance with such Eligible Institutioninstitution’s customary procedures such that such Eligible Institution institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iiic) The Servicer shall have If on any Payment Date the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent sum of the Indenture Trustee, to instruct amounts on deposit in the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting related Collection Period and the Reserve Fund on such Payment Date equals or exceeds the Note Balance, all accrued and unpaid interest thereon and all amounts due to the Servicer or and the Owner Trustee Trustees, all such amounts on deposit will be applied up to carry out its respective duties hereunder or under the Trust Agreement or permitting amounts necessary to retire the Indenture Trustee to carry out its duties under the IndentureNotes and pay such amounts due.

Establishment of Accounts. (a) The MBFS USA (as Servicer hereunder) shall establish the following Accounts, on or before the Closing Date, and maintain each as an Eligible Deposit Account with the Securities Intermediary in the name of the Indenture Trustee, at the Securities Intermediary, on behalf of the Indenture Trustee, for the benefit of: (i) the Securityholders, designated as the “Mercedes-Benz Auto Receivables Trust 2024-1 Collection Account, U.S. Bank Trust Company, National Association, Indenture Trustee” (the “Collection Account”); (ii) the Noteholders, designated as the “Mercedes-Benz Auto Receivables Trust 2024-1 Note Payment Account, U.S. Bank Trust Company, National Association, Indenture Trustee” (the “Note Payment Account”); and (iii) the Noteholders, which has been pledged by the Issuer to the Indenture Trustee for the benefit of (i) the Securityholders (Noteholders, designated as the “Collection Account”)Mercedes-Benz Auto Receivables Trust 2024-1 Reserve Fund, (ii) the Noteholders (the “Note Distribution Account”)U.S. Bank Trust Company, (iii) the Securityholders National Association, Indenture Trustee” (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), ; in each case, case bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the related SecurityholdersPersons. Except as otherwise provided in this AgreementThe Accounts shall be under the control of the Securities Intermediary on behalf of the Indenture Trustee; provided, in however, that the event that Servicer may direct the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, in writing to make (or cause the Accounts to be moved made) deposits to an Eligible Institution. (b) To and withdrawals from the extent permitted by applicable laws, rules and regulations, all amounts held Accounts in the Collection Account, the Reserve Fund accordance with this Agreement and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cashother Basic Documents. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit All monies deposited from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be held by, or in the name of, the Indenture Trustee as part of the Owner Trust Estate. The Accounts Property, and all deposits to and withdrawals therefrom shall be under made only upon the sole dominion terms and control conditions of the Indenture Trustee for Basic Documents. Amounts on deposit in each Account shall, to the benefit extent permitted by Applicable Law, be invested, as directed in writing by the Servicer, in Eligible Investments. If, at any time, any of the Noteholders or Accounts ceases to be an Eligible Deposit Account, the SecurityholdersServicer shall, as the case may besoon as commercially practicable but in any event within 60 calendar days, establish and maintain a new Eligible Deposit Account for such Account and for all cash and investments held in such Account. (iib) Notwithstanding anything else contained herein, The Issuer and the Servicer agrees agree that the Reserve Fundeach institution, the Yield Supplement with which an Account and the Collection Account is established, will be established only with an Eligible Institution which agrees agree substantially as follows: : (Ai) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee Trustee, without further consent by the Servicer or Issuer; Servicer; (Bii) until termination of this Agreement, it will not enter into any other agreement related to such account Account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; ; (Ciii) all Account Property Collateral delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; Account; (Div) it will treat all Account Property Collateral as Financial Assets; and and (Ev) all Account Property Collateral will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution institution maintaining the related Account in accordance with such Eligible Institutioninstitution’s customary procedures such that such Eligible Institution institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iiic) The Servicer shall have If on any Payment Date the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent sum of the Indenture Trustee, to instruct amounts on deposit in the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting related Collection Period and the Reserve Fund on such Payment Date equals or exceeds the Note Balance, all accrued and unpaid interest thereon and all amounts due to the Servicer or and the Owner Trustee Trustees, all such amounts on deposit will be applied up to carry out its respective duties hereunder or under the Trust Agreement or permitting amounts necessary to retire the Indenture Trustee to carry out its duties under the IndentureNotes and pay such amounts due.

Establishment of Accounts. (a) The Servicer Pursuant to the terms of the Servicing Agreement, the Issuer shall cause the Servicer, acting on behalf of the Issuer, to establish and maintain an Eligible Account with the Securities Intermediary Trustee on its books and records in the name of the Indenture Trustee Issuer for the benefit of the Secured Parties, subject to the Lien of this Indenture, (i) the Securityholders a collection account (the “Collection Account”), ) and (ii) any additional accounts the Noteholders (establishment of which is set forth in a Resolution delivered by the “Note Distribution Account”), (iii) Issuer to the Securityholders (Servicer and the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”)Trustee, in each casecase at such time as is set forth in this Section 3.1 or in such Resolution. Each Account shall be established and maintained as an Eligible Account so as to create, bearing perfect and establish the priority of the Liens established under this Indenture in such Account and all cash, Eligible Investments and other property from time to time deposited therein and otherwise to effectuate the Liens under this Indenture. (b) If, at any time, any Account ceases to be an Eligible Account, the Issuer shall cause the Servicer or an agent thereof to, within ten Business Days, establish a new Account meeting the conditions set forth in this Section 3.1 in respect of such Account and transfer any cash or investments in the existing Account to such new Account, and, from the date such new Account is established, it shall have the same designation as the existing Account. If the Trustee should change at any time, then the Issuer shall cause the Servicer, acting on behalf of the Issuer, to thereupon promptly establish replacement Accounts as necessary at the successor Trustee and transfer the balance of funds in each Account then maintained at the former Trustee pursuant to the terms of the Servicing Agreement to such successor Trustee. (c) The Issuer shall cause the Servicer to maintain the Collection Account at the Trustee not later than the Closing Date. The Collection Account shall bear a designation clearly indicating that the funds or other assets deposited therein are held for the benefit of the related SecurityholdersTrustee. Except as otherwise expressly provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To the extent permitted by applicable laws, rules and regulationsherein, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account Retained Royalty Payments shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in deposited to the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account transferred therefrom in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor the terms of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals Servicing Agreement and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the this Indenture.

Establishment of Accounts. (a) The DTFS USA (as Servicer hereunder) shall establish the following Accounts, on or before the Closing Date, and maintain each as an Eligible Deposit Account with the Securities Intermediary in the name of the Indenture Trustee Trustee, at an Eligible Institution (which shall initially be the Securities Intermediary, on behalf of the Indenture Trustee) for the benefit of of: (i) the Securityholders Securityholders, designated as the “Daimler Trucks Retail Trust 2024‑1 Collection Account, U.S. Bank Trust Company, National Association, Indenture Trustee” (the “Collection Account”), ; (ii) the Noteholders Noteholders, designated as the “Daimler Trucks Retail Trust 2024-1 Note Payment Account, U.S. Bank Trust Company, National Association, Indenture Trustee” (the “Note Distribution Payment Account”), ; and (iii) the Securityholders Noteholders, designated as the “Daimler Trucks Retail Trust 2024-1 Reserve Fund, U.S. Bank Trust Company, National Association, Indenture Trustee” (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), ; in each case, case bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related SecurityholdersPersons. Except as otherwise provided in this AgreementThe Accounts shall be under the control of the Securities Intermediary on behalf of the Indenture Trustee; provided, in however, that the event that Servicer may direct the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, in writing to make (or cause the Accounts to be moved made) deposits to an Eligible Institution. (b) To and withdrawals from the extent permitted by applicable laws, rules and regulations, all amounts held Accounts in the Collection Account, the Reserve Fund accordance with this Agreement and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cashother Basic Documents. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit All monies deposited from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be held by, or in the name of, the Indenture Trustee as part of the Owner Trust Estate. The Accounts Property, and all deposits to and withdrawals therefrom shall be under made only upon the sole dominion terms and control conditions of the Indenture Trustee for Basic Documents. Amounts on deposit in each Account shall, to the benefit of the Noteholders or the Securityholdersextent permitted by Applicable Law, be invested, as directed in writing by the case may beServicer, by the Eligible Institution then maintaining such Account in Eligible Investments. (iib) Notwithstanding anything else contained herein, The Issuer and the Servicer agrees agree that the Reserve Fundeach Eligible Institution, the Yield Supplement with which an Account and the Collection Account is established, will be established only with an Eligible Institution which agrees agree substantially as follows: : (Ai) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee Trustee, without further consent by the Servicer or Issuer; Servicer; (Bii) until termination of this Agreement, it will not enter into any other agreement related to such account Account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; ; (Ciii) all Account Property Collateral delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; Account; (Div) it will treat all Account Property Collateral as Financial Assets; and and (Ev) all Account Property Collateral will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iiic) The Servicer shall have If on any Payment Date the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent sum of the Indenture Trustee, to instruct amounts on deposit in the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting related Collection Period and the Reserve Fund on such Payment Date equals or exceeds the Note Balance, all accrued and unpaid interest thereon and all amounts due to the Servicer or and the Owner Trustee Trustees, all such amounts on deposit will be applied up to carry out its respective duties hereunder or under the Trust Agreement or permitting amounts necessary to retire the Indenture Trustee to carry out its duties under the IndentureNotes and pay such amounts due.

Establishment of Accounts. (a) The Servicer As of the Closing Date, the Issuer covenants to have established and shall establish thereafter maintain the Non-Principal Account, the Principal Account, the Distribution Account and maintain the Reserve Account (collectively, the “Series Accounts”) each of which shall be an Eligible Account with the Securities Intermediary in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “Collection Deposit Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To If the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment depositary institution wishes to resign as depositary of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part any of the Supplemental Servicing Fee and Series Accounts for any losses and investment expenses reason or fails to carry out the instructions of the Issuer for any reason, then the Issuer shall be charged against promptly notify the funds Indenture Trustee on deposit in behalf of the related AccountSeries 2012-3 Noteholders. (ic) Except as otherwise provided in Section 4.01(b)On or before the Closing Date, the Indenture Trustee Issuer shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other a depositary agreement related to such account govern the Series Accounts pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account accounts are continuously identified in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institutiondepositary institution’s customary procedures such that such Eligible Institution establishes books and records as subject to a Security Entitlement security interest in favor of the Indenture Trustee with respect thereto over which on behalf of the Series 2012-3 Noteholders, and, except as may be expressly provided herein to the contrary, in order to perfect the security interest of the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer on behalf of the Series 2012-3 Noteholders under the UCC, the Indenture Trustee on behalf of the Series 2012-3 Noteholders shall have the powerpower to direct disposition of the funds in the Series Accounts without further consent by the Issuer; provided, revocable however, that prior to the delivery by the Indenture Trustee on behalf of the Series 2012-3 Noteholders of notice otherwise, the Issuer shall have the right to direct the disposition of funds in the Series Accounts; provided, further that the Indenture Trustee on behalf of the Series 2012-3 Noteholders agrees that it will not deliver such notice or exercise its power to direct disposition of the funds in the Series Accounts unless an Event of Default has occurred and is continuing. Upon delivery of the foregoing notice by the Owner Indenture Trustee on behalf of the Series 2012-3 Noteholders, the depositary institution shall comply with the orders of the Indenture Trustee on behalf of the Series 2012-3 Noteholders without further consent by the Issuer. (d) The Issuer shall not close any of the Series Accounts unless it shall have (i) received the prior consent of the Indenture TrusteeTrustee on behalf of the Series 2012-3 Noteholders, (ii) established a new Eligible Deposit Account with the depositary institution holding the Series Account being closed or with a new depositary institution satisfactory to instruct the Indenture Trustee on behalf of the Series 2012-3 Noteholders, (iii) entered into a depositary agreement to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee govern such new account(s) with such new depositary institution which agreement is satisfactory in all respects to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee on behalf of the Noteholders (whereupon such new account(s) shall become the applicable Series Account(s) for all purposes of this Indenture Supplement), and (iv) taken all such action as the Indenture Trustee on behalf of the Series 2012-3 Noteholders shall reasonably require to carry out its duties under grant and perfect a first priority security interest in such account(s) in favor of the IndentureIndenture Trustee.

Establishment of Accounts. (a) The Servicer Servicer, on behalf of the Owner Trustee and the Indenture Trustee, shall establish and maintain an Eligible Account with the Securities Intermediary following accounts: (i) For the benefit of the Securityholders in the name of the Indenture Trustee for the benefit of (i) the Securityholders Trustee, an account (the “Collection Account”), which shall be an Eligible Account initially established with the Indenture Trustee; and (ii) For the Noteholders benefit of the Securityholders in the name of the Indenture Trustee, an account (the “Note Distribution Reserve Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that which shall be an Eligible Account initially established with the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible InstitutionTrustee. (b) To All amounts held in the Collection Account and the Reserve Account (collectively, the “Accounts”) shall, to the extent permitted by applicable laws, rules and regulationsregulations and as directed by the Servicer, all be invested by the Indenture Trustee in Eligible Investments in accordance with Section 8.03 of the Indenture. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, further, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection AccountAccount unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Reserve Fund Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (c) If either (i) the Servicer, in its sole discretion and for any reason, notifies the Indenture Trustee and the Yield Supplement Account shall Owner Trustee in writing that the Accounts should be either invested moved or (ii) the Indenture Trustee or the Owner Trustee, as applicable, notifies the Servicer that the short-term unsecured debt obligations of the Indenture Trustee or the Owner Trustee, as applicable, no longer have the Required Deposit Rating, then, in each case, the Servicer shall, within ten Business Days after receipt of the notice described in clause (i) or (ii), as applicable, cause the Accounts (x) to be moved to segregated trust accounts in a bank or trust company selected by the Securities Intermediary in Eligible Investments selected in writing by Servicer, the short term unsecured debt obligations of which shall have the Required Deposit Rating, or (y) to be moved to the trust department of the Indenture Trustee or the Owner Trustee, as applicable. The Indenture Trustee or the Owner Trustee, as applicable, shall assist the Servicer or maintained in cash. No amounts held with the moving of Accounts described in the Note Distribution Account will be invested. preceding sentence. (d) Earnings on investment of funds in the Collection Account (net of losses and investment expenses) the Reserve Account shall be paid to the Servicer as part of the Supplemental Servicing Fee additional servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related Collection Account or the Reserve Account, as applicable. (ie) Except The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Distribution Date on which the Notes of all Classes have been paid in full (or when substantially all of the Collateral is otherwise released from the lien of the Indenture) to the Designated Account, and take all necessary or appropriate actions to transfer all of its right, title and interest in the Collection Account, all funds or investments held therein and all proceeds thereof, whether or not on behalf of the 38 (Nissan 2014-A Sale and Servicing Agreement) Securityholders, to the Owner Trustee for the benefit of the Certificateholders, subject to the limitations set forth in the Indenture with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Distribution Date. After the transfer to the Designated Account described in the immediately preceding sentence, references in this Agreement to “Collection Account” shall be deemed to be references to the “Designated Account.” (f) With respect to the Accounts and all property held therein, the Owner Trustee agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as otherwise provided in Section 4.01(b)Notes of any Class remain outstanding, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time therein (excluding interest or investment income thereon payable to time in the Accounts Servicer or the Seller, as the case may be), and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or and the SecurityholdersCertificateholders, as the case may be. (ii) Notwithstanding anything else contained herein, as set forth in the Servicer agrees Indenture. The parties hereto agree that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting the Servicer Servicer, Indenture Trustee or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement Agreement, as the case may be. Notwithstanding the foregoing, the Servicer shall be entitled to withhold, or permitting to be reimbursed from amounts otherwise payable into or on deposit in the Collection Account, as the case may be, amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or posting. (g) With respect to the Account Property, the parties hereto agree that: (i) any Account Property that consists of uninvested funds shall be held solely in Eligible Accounts and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Basic Documents, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Account Property that constitutes Physical Property shall be delivered to carry out the Indenture Trustee or its duties designee, in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any such designee; (iii) any Account Property that is an “uncertificated security” under Article 8 of the IndentureUCC and that is not governed by clause (iv) below shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or such designee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its designee’s) ownership of such security on the books of the issuer thereof; and (iv) any Account Property that is an uncertificated security that is a “book-entry security” (as such term is defined in Federal Reserve Bank Operating Circular No. 7) held in a securities account at a Federal Reserve Bank and eligible for transfer through the Fedwire® Securities Service operated by the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or its designee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry registration of such Account Property as described in such paragraph. (h) No checks shall be issued, printed, or honored with respect to the Collection Account, the Reserve Account, or the Trust Collection Account.

Establishment of Accounts. (a) The Servicer shall establish and maintain an Eligible Account with cause to be established the Securities Intermediary following accounts: (i) For the benefit of the Securityholders in the name of the Indenture Trustee for the benefit of (i) the Securityholders Trustee, an account (the “Collection Account”), which shall be an Eligible Account initially established with the Indenture Trustee. (ii) For the Noteholders benefit of the Securityholders in the name of the Indenture Trustee, an account (the “Note Distribution Reserve Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that which shall be an Eligible Account initially established with the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible InstitutionTrustee. (b) To All amounts held in the Collection Account and the Reserve Account (collectively, the “Accounts”) shall, to the extent permitted by applicable laws, rules and regulationsregulations and as directed by the Servicer, all be invested by the Indenture Trustee in Eligible Investments in accordance with Section 8.03 of the Indenture. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection AccountAccount unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Reserve Fund Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (c) If either (i) the Servicer, in its sole discretion and for any reason, notifies the Indenture Trustee and the Yield Supplement Account shall Owner Trustee in writing that the Accounts should be either invested moved or (ii) the Indenture Trustee or the Owner Trustee, as applicable, notifies the Servicer that the short-term unsecured debt obligations of the Indenture Trustee or the Owner Trustee, as applicable, no longer have the Required Deposit Rating, then, in each case, the Servicer shall, within ten Business Days after receipt of the notice described in clause (i) or (ii), as applicable, cause the Accounts (x) to be moved to segregated trust accounts in a bank or trust company selected by the Securities Intermediary in Eligible Investments selected in writing by Servicer, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (y) to be moved to the trust department of the Indenture Trustee or the Owner Trustee, as applicable. The Indenture Trustee or the Owner Trustee, as applicable, shall assist the Servicer or maintained in cash. No amounts held with the moving of Accounts described in the Note Distribution Account will be invested. preceding sentence. (d) Earnings on investment of funds in the Collection Account (net of losses and investment expenses) the Reserve Account shall be paid to the Servicer as part of the Supplemental Servicing Fee additional servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related Collection Account or the Reserve Account, as applicable. (ie) Except for the Collection Account and the Reserve Account, there are no accounts required to be maintained under the Basic Documents. (f) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Distribution Date on which the Notes of all Classes have been paid in full (or when substantially all of the Collateral is otherwise released from the lien of the Indenture) to the Designated Account, and take all necessary or appropriate actions to transfer all of its right, title and interest in the Collection Account, all funds or investments held therein and all proceeds thereof, whether or not on behalf of the Securityholders, to the Owner Trustee for the benefit of the Certificateholders, subject to the limitations set forth in the Indenture with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Distribution Date. After the transfer to the Designated Account described in the immediately preceding sentence, references in this Agreement to “Collection Account” shall be deemed to be references to the “Designated Account.” 34 (NAROT 2020-A Sale and Servicing Agreement) (g) With respect to the Accounts and all property held therein, the Issuer agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as otherwise provided in Section 4.01(b)Notes of any Class remain outstanding, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time therein (excluding interest or investment income thereon payable to time in the Accounts Servicer or the Seller, as the case may be), and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or and the SecurityholdersCertificateholders, as the case may be. (ii) Notwithstanding anything else contained herein, as set forth in the Servicer agrees Indenture. The parties hereto agree that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee Issuer with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting the Servicer Servicer, Indenture Trustee, Issuer or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement Agreement, as the case may be. Notwithstanding the foregoing, the Servicer shall be entitled to withhold, or permitting to be reimbursed from amounts otherwise payable into or on deposit in the Collection Account, as the case may be, amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or posting. (h) With respect to the Account Property, the parties hereto agree that: (i) any Account Property that consists of uninvested funds shall be held solely in Eligible Accounts and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Basic Documents, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Account Property that constitutes Physical Property shall be delivered to carry out the Indenture Trustee or its duties designee, in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any such designee; (iii) any Account Property that is an “uncertificated security” under Article 8 of the IndentureUCC and that is not governed by clause (iv) below shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or such designee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its designee’s) ownership of such security on the books of the issuer thereof; (iv) any Account Property that is an uncertificated security that is a “book-entry security” (as such term is defined in Federal Reserve Bank Operating Circular No. 7) held in a securities account at a Federal Reserve Bank and eligible for transfer through the Fedwire® Securities Service operated by the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the 35 (NAROT 2020-A Sale and Servicing Agreement) Indenture Trustee or its designee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry registration of such Account Property as described in such paragraph; and (v) to the extent any Account Property is credited to a securities account, the account agreement establishing such securities account shall provide that the account agreement is governed by the law of the State of New York and that the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention. (i) The Indenture Trustee, to the extent it is acting in the capacity of securities intermediary with respect to Account Property, covenants and agrees that: (i) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(ii) of the relevant UCC; (ii) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of Article 8 of the UCC, the jurisdiction of the Indenture Trustee as “securities intermediary” is the State of New York; and (iii) it has, at the time of entry into this Agreement, one or more offices in the United States of America engaged in a business or other regular activity of maintaining securities accounts. To the extent that there are any other agreements with the Indenture Trustee governing the Accounts, the parties agree that each and every such agreement is hereby amended to provide that, with respect to the Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.

Establishment of Accounts. (a) The Servicer shall establish cause to be established the following accounts: (i) For the benefit of the Securityholders [and maintain an Eligible Account with the Securities Intermediary [Swap Counterparty][Cap Provider]] in the name of the Indenture Trustee for the benefit of (i) the Securityholders Trustee, an account (the “Collection Account”), which shall be an Eligible Account initially established with the Indenture Trustee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the Noteholders benefit of the Securityholders [and the Swap Counterparty] in the name of the Indenture Trustee, an account (the “Note Distribution Reserve Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that which shall be an Eligible Account initially established with the Indenture Trustee is no longer an Eligible InstitutionTrustee. No checks shall be issued, printed or honored with respect to the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible InstitutionReserve Account. (b) To All amounts held in the Collection Account and the Reserve Account (collectively, the “Accounts”) shall, to the extent permitted by applicable laws, rules and regulationsregulations and as directed by the Servicer, all be invested by the Indenture Trustee in Eligible Investments in accordance with Section 8.03 of the Indenture. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection AccountAccount unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Reserve Fund Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (c) If either (i) the Servicer, in its sole discretion and for any reason, notifies the Indenture Trustee and the Yield Supplement Account shall Owner Trustee in writing that the Accounts should be either invested moved or (ii) the Indenture Trustee or the Owner Trustee, as applicable, notifies the Servicer that the short-term unsecured debt obligations of the Indenture Trustee or the Owner Trustee, as applicable, no longer have the Required Deposit Rating, then, in each case, the Servicer shall, within ten Business Days after receipt of the notice described in clause (i) or (ii), as applicable, cause the Accounts (x) to be moved to segregated trust accounts in a bank or trust company selected by the Securities Intermediary in Eligible Investments selected in writing by Servicer, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (y) to be moved to the trust department of the Indenture Trustee or the Owner Trustee, as applicable. The Indenture Trustee or the Owner Trustee, as applicable, shall assist the Servicer or maintained in cash. No amounts held with the moving of Accounts described in the Note Distribution Account will be invested. preceding sentence. (d) Earnings on investment of funds in the Collection Account (net of losses and investment expenses) the Reserve Account shall be paid to the Servicer as part of the Supplemental Servicing Fee additional servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related Collection Account or the Reserve Account, as applicable. (ie) Except for the Collection Account and the Reserve Account, there are no accounts required to be maintained under the Basic Documents. (f) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Distribution Date on which the Notes of all Classes have been paid in full [and after payment of any outstanding Net Swap payments to the Swap Counterparty under the Interest Rate Swap Agreement and after payment of any Swap Termination Payments, if any, to the Swap Counterparty under the Interest Rate Swap Agreement] (or when substantially all of the Collateral is otherwise released from the lien of the Indenture) to the Designated Account, and take all necessary or appropriate actions to transfer all of its right, title and interest in the Collection Account, all funds or investments held therein and all proceeds thereof, whether or not on behalf of the Securityholders [or the Swap Counterparty], to the Owner Trustee for the benefit of the Certificateholders, subject to the limitations set forth in the Indenture with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Distribution Date. After the transfer to the Designated Account described in the immediately preceding sentence, references in this Agreement to “Collection Account” shall be deemed to be references to the “Designated Account.” (g) With respect to the Accounts and all property held therein, the Owner Trustee agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as otherwise provided in Section 4.01(b)Notes of any Class remain outstanding [and payments are owing to the Swap Counterparty under the Interest Rate Swap Agreement,], the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time therein (excluding interest or investment income thereon payable to time in the Accounts Servicer or the Seller, as the case may be), and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or Noteholders, the SecurityholdersCertificateholders [and the Swap Counterparty], as the case may be. (ii) Notwithstanding anything else contained herein, as set forth in the Servicer agrees Indenture. The parties hereto agree that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting the Servicer Servicer, Indenture Trustee or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement Agreement, as the case may be. Notwithstanding the foregoing, the Servicer shall be entitled to withhold, or permitting to be reimbursed from amounts otherwise payable into or on deposit in the Collection Account, as the case may be, amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or posting. (h) With respect to the Account Property, the parties hereto agree that: (i) any Account Property that consists of uninvested funds shall be held solely in Eligible Accounts and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Basic Documents, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Account Property that constitutes Physical Property shall be delivered to carry out the Indenture Trustee or its duties designee, in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any such designee; (iii) any Account Property that is an “uncertificated security” under Article 8 of the IndentureUCC and that is not governed by clause (iv) below shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or such designee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its designee’s) ownership of such security on the books of the issuer thereof; and (iv) any Account Property that is an uncertificated security that is a “book-entry security” (as such term is defined in Federal Reserve Bank Operating Circular No. 7) held in a securities account at a Federal Reserve Bank and eligible for transfer through the Fedwire® Securities Service operated by the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or its designee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry registration of such Account Property as described in such paragraph.

Establishment of Accounts. (a) The Servicer As of the Closing Date, the Issuer covenants to have established and shall establish thereafter maintain the Non-Principal Account, the Principal Account, the Distribution Account and maintain the Reserve Account (collectively, the “Series Accounts”) each of which shall be an Eligible Account with the Securities Intermediary in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “Collection Deposit Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To If the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment depositary institution wishes to resign as depositary of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part any of the Supplemental Servicing Fee and Series Accounts for any losses and investment expenses reason or fails to carry out the instructions of the Issuer for any reason, then the Issuer shall be charged against promptly notify the funds Indenture Trustee on deposit in behalf of the related AccountSeries 2011-1 Noteholders. (ic) Except as otherwise provided in Section 4.01(b)On or before the Closing Date, the Indenture Trustee Issuer shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other a depositary agreement related to such account govern the Series Accounts pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account accounts are continuously identified in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institutiondepositary institution’s customary procedures such that such Eligible Institution establishes books and records as subject to a Security Entitlement security interest in favor of the Indenture Trustee with respect thereto over which on behalf of the Series 2011-1 Noteholders, and, except as may be expressly provided herein to the contrary, in order to perfect the security interest of the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer on behalf of the Series 2011-1 Noteholders under the UCC, the Indenture Trustee on behalf of the Series 2011-1 Noteholders shall have the powerpower to direct disposition of the funds in the Series Accounts without further consent by the Issuer; provided, revocable however, that prior to the delivery by the Indenture Trustee on behalf of the Series 2011-1 Noteholders of notice otherwise, the Issuer shall have the right to direct the disposition of funds in the Series Accounts; provided, further that the Indenture Trustee on behalf of the Series 2011-1 Noteholders agrees that it will not deliver such notice or exercise its power to direct disposition of the funds in the Series Accounts unless an Event of Default has occurred and is continuing. Upon delivery of the foregoing notice by the Owner Indenture Trustee on behalf of the Series 2011-1 Noteholders, the depositary institution shall comply with the orders of the Indenture Trustee on behalf of the Series 2011-1 Noteholders without further consent by the Issuer. (d) The Issuer shall not close any of the Series Accounts unless it shall have (i) received the prior consent of the Indenture TrusteeTrustee on behalf of the Series 2011-1 Noteholders, (ii) established a new Eligible Deposit Account with the depositary institution holding the Series Account being closed or with a new depositary institution satisfactory to instruct the Indenture Trustee on behalf of the Series 2011-1 Noteholders, (iii) entered into a depositary agreement to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee govern such new account(s) with such new depositary institution which agreement is satisfactory in all respects to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee on behalf of the Noteholders (whereupon such new account(s) shall become the applicable Series Account(s) for all purposes of this Indenture Supplement), and (iv) taken all such action as the Indenture Trustee on behalf of the Series 2011-1 Noteholders shall reasonably require to carry out its duties under grant and perfect a first priority security interest in such account(s) in favor of the IndentureIndenture Trustee.

Establishment of Accounts. (a) The Servicer As of the Closing Date, the Issuer covenants to have established and shall establish thereafter maintain the Non-Principal Account, the Principal Account, the Distribution Account and maintain the Reserve Account (collectively, the “Series Accounts”) each of which shall be an Eligible Account with the Securities Intermediary in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “Collection Deposit Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To If the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment depositary institution wishes to resign as depositary of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part any of the Supplemental Servicing Fee and Series Accounts for any losses and investment expenses reason or fails to carry out the instructions of the Issuer for any reason, then the Issuer shall be charged against promptly notify the funds Indenture Trustee on deposit in behalf of the related AccountSeries 2007-2 Noteholders. (ic) Except as otherwise provided in Section 4.01(b)On or before the Closing Date, the Indenture Trustee Issuer shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other a depositary agreement related to such account govern the Series Accounts pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account accounts are continuously identified in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institutiondepositary institution’s customary procedures such that such Eligible Institution establishes books and records as subject to a Security Entitlement security interest in favor of the Indenture Trustee with respect thereto over which on behalf of the Series 2007-2 Noteholders, and, except as may be expressly provided herein to the contrary, in order to perfect the security interest of the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer on behalf of the Series 2007-2 Noteholders under the UCC, the Indenture Trustee on behalf of the Series 2007-2 Noteholders shall have the powerpower to direct disposition of the funds in the Series Accounts without further consent by the Issuer; provided, revocable however, that prior to the delivery by the Indenture Trustee on behalf of the Series 2007-2 Noteholders of notice otherwise, the Issuer shall have the right to direct the disposition of funds in the Series Accounts; provided, further that the Indenture Trustee on behalf of the Series 2007-2 Noteholders agrees that it will not deliver such notice or exercise its power to direct disposition of the funds in the Series Accounts unless an Event of Default has occurred and is continuing. Upon delivery of the foregoing notice by the Owner Indenture Trustee on behalf of the Series 2007-2 Noteholders, the depositary institution shall comply with the orders of the Indenture Trustee on behalf of the Series 2007-2 Noteholders without further consent by the Issuer. (d) The Issuer shall not close any of the Series Accounts unless it shall have (i) received the prior consent of the Indenture TrusteeTrustee on behalf of the Series 2007-2 Noteholders, (ii) established a new Eligible Deposit Account with the depositary institution holding the Series Account being closed or with a new depositary institution satisfactory to instruct the Indenture Trustee on behalf of the Series 2007-2 Noteholders, (iii) entered into a depositary agreement to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee govern such new account(s) with such new depositary institution which agreement is satisfactory in all respects to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee on behalf of Noteholders (whereupon such new account(s) shall become the applicable Series Account(s) for all purposes of this Indenture Supplement), and (iv) taken all such action as the Indenture Trustee on behalf of the Series 2007-2 Noteholders shall reasonably require to carry out its duties under grant and perfect a first priority security interest in such account(s) in favor of the IndentureIndenture Trustee.

Establishment of Accounts. (a) The Servicer shall establish and maintain an Eligible Account with cause to be established the Securities Intermediary following accounts: (i) For the benefit of the Securityholders in the name of the Indenture Trustee for the benefit of (i) the Securityholders Trustee, an account (the “Collection Account”), which shall be an Eligible Account initially established with the Securities Intermediary. (ii) For the Noteholders benefit of the Securityholders in the name of the Indenture Trustee, an account (the “Note Distribution Reserve Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer which shall be an Eligible Institution, the Servicer shall, Account initially established with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible InstitutionSecurities Intermediary. (b) To All amounts held in the Collection Account and the Reserve Account (collectively, the “Accounts”) shall, to the extent permitted by applicable laws, rules and regulationsregulations and as directed by the Servicer, all be invested by the Indenture Trustee in Eligible Investments in accordance with Section 8.03 of the Indenture. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection AccountAccount unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Reserve Fund Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. 32 (NAROT 2022-B Sale and Servicing Agreement) (c) If either (i) the Servicer, in its sole discretion and for any reason, notifies the Indenture Trustee and the Yield Supplement Account shall Owner Trustee in writing that the Accounts should be either invested moved or (ii) the Indenture Trustee or the Owner Trustee, as applicable, notifies the Servicer that the short-term unsecured debt obligations of the Indenture Trustee or the Owner Trustee, as applicable, no longer have the Required Deposit Rating, then, in each case, the Servicer shall, within ten Business Days after receipt of the notice described in clause (i) or (ii), as applicable, cause the Accounts (x) to be moved to segregated trust accounts in a bank or trust company selected by the Securities Intermediary in Eligible Investments selected in writing by Servicer, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (y) to be moved to the trust department of the Indenture Trustee or the Owner Trustee, as applicable. The Indenture Trustee or the Owner Trustee, as applicable, shall assist the Servicer or maintained in cash. No amounts held with the moving of Accounts described in the Note Distribution Account will be invested. preceding sentence. (d) Earnings on investment of funds in the Collection Account (net of losses and investment expenses) the Reserve Account shall be paid to the Servicer as part of the Supplemental Servicing Fee additional servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related Collection Account or the Reserve Account, as applicable. (ie) Except for the Collection Account and the Reserve Account, there are no accounts required to be maintained under the Basic Documents. (f) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Distribution Date on which the Notes of all Classes have been paid in full (or when substantially all of the Collateral is otherwise released from the lien of the Indenture) to the Designated Account, and take all necessary or appropriate actions to transfer all of its right, title and interest in the Collection Account, all funds or investments held therein and all proceeds thereof, whether or not on behalf of the Securityholders, to the Owner Trustee for the benefit of the Certificateholders, subject to the limitations set forth in the Indenture with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Distribution Date. After the transfer to the Designated Account described in the immediately preceding sentence, references in this Agreement to “Collection Account” shall be deemed to be references to the “Designated Account.” (g) With respect to the Accounts and all property held therein, the Issuer agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as otherwise provided in Section 4.01(b)Notes of any Class remain outstanding, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time therein (excluding interest or investment income thereon payable to time in the Accounts Servicer or the Seller, as the case may be), and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or and the SecurityholdersCertificateholders, as the case may be. (ii) Notwithstanding anything else contained herein, as set forth in the Servicer agrees Indenture. The parties hereto agree that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee Issuer with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting the Servicer Servicer, Indenture Trustee, Issuer or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement Agreement, as the case may be. 33 (NAROT 2022-B Sale and Servicing Agreement) Notwithstanding the foregoing, the Servicer shall be entitled to withhold, or permitting to be reimbursed from amounts otherwise payable into or on deposit in the Collection Account, as the case may be, amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or posting. (h) With respect to the Account Property, the parties hereto agree that: (i) any Account Property that consists of uninvested funds shall be held solely in Eligible Accounts and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Basic Documents, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Account Property that constitutes Physical Property shall be delivered to carry out the Indenture Trustee or its duties designee, in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any such designee; (iii) any Account Property that is an “uncertificated security” under Article 8 of the IndentureUCC and that is not governed by clause (iv) below shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or such designee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its designee’s) ownership of such security on the books of the issuer thereof; (iv) any Account Property that is an uncertificated security that is a “book-entry security” (as such term is defined in Federal Reserve Bank Operating Circular No. 7) held in a securities account at a Federal Reserve Bank and eligible for transfer through the Fedwire® Securities Service operated by the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or its designee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry registration of such Account Property as described in such paragraph; and (v) to the extent any Account Property is credited to a securities account, the account agreement establishing such securities account shall provide that the account agreement is governed by the law of the State of New York, the Indenture Trustee has control within the meaning of Section 8-106(d)(2) of the UCC, and that the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention. 34 (NAROT 2022-B Sale and Servicing Agreement) To the extent that there are any other agreements with the Indenture Trustee governing the Accounts, the parties agree that each and every such agreement is hereby amended to provide that, with respect to the Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.

Establishment of Accounts. (a) The Servicer shall establish and maintain an Eligible Account with the Securities Intermediary and in the name of the Indenture Trustee for the benefit of (i) the Securityholders [and the Swap Counterparty] (the “Collection Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders [and the Swap Counterparty] (the “Reserve Fund”) and (iv) the Securityholders [and the Swap Counterparty] (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Note Distribution Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary Indenture Trustee in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Accounts (other than the Yield Supplement Account and the Reserve Fund) (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders Noteholders[, ] the Securityholders [or the SecurityholdersSwap Counterparty], as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement each Account and the Collection Certificate Distribution Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or IssuerServicer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Establishment of Accounts. (a) The Servicer shall establish and maintain an Eligible Account with cause to be established the Securities Intermediary following accounts: (i) For the benefit of the Securityholders in the name of the Indenture Trustee for the benefit of (i) the Securityholders Trustee, an account (the “Collection Account”), which shall be an Eligible Account initially established with the Indenture Trustee. (ii) For the Noteholders benefit of the Securityholders in the name of the Indenture Trustee, an account (the “Note Distribution Reserve Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that which shall be an Eligible Account initially established with the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible InstitutionTrustee. (b) To All amounts held in the Collection Account and the Reserve Account (collectively, the “Accounts”) shall, to the extent permitted by applicable laws, rules and regulationsregulations and as directed by the Servicer, all be invested by the Indenture Trustee in Eligible Investments in accordance with Section 8.03 of the Indenture. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required 34 (Nissan 2016-B Sale and Servicing Agreement) distributions on the Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection AccountAccount unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Reserve Fund Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (c) If either (i) the Servicer, in its sole discretion and for any reason, notifies the Indenture Trustee and the Yield Supplement Account shall Owner Trustee in writing that the Accounts should be either invested moved or (ii) the Indenture Trustee or the Owner Trustee, as applicable, notifies the Servicer that the short-term unsecured debt obligations of the Indenture Trustee or the Owner Trustee, as applicable, no longer have the Required Deposit Rating, then, in each case, the Servicer shall, within ten Business Days after receipt of the notice described in clause (i) or (ii), as applicable, cause the Accounts (x) to be moved to segregated trust accounts in a bank or trust company selected by the Securities Intermediary in Eligible Investments selected in writing by Servicer, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (y) to be moved to the trust department of the Indenture Trustee or the Owner Trustee, as applicable. The Indenture Trustee or the Owner Trustee, as applicable, shall assist the Servicer or maintained in cash. No amounts held with the moving of Accounts described in the Note Distribution Account will be invested. preceding sentence. (d) Earnings on investment of funds in the Collection Account (net of losses and investment expenses) the Reserve Account shall be paid to the Servicer as part of the Supplemental Servicing Fee additional servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related Collection Account or the Reserve Account, as applicable. (ie) Except for the Collection Account and the Reserve Account, there are no accounts required to be maintained under the Basic Documents. (f) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Distribution Date on which the Notes of all Classes have been paid in full (or when substantially all of the Collateral is otherwise released from the lien of the Indenture) to the Designated Account, and take all necessary or appropriate actions to transfer all of its right, title and interest in the Collection Account, all funds or investments held therein and all proceeds thereof, whether or not on behalf of the Securityholders, to the Owner Trustee for the benefit of the Certificateholders, subject to the limitations set forth in the Indenture with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Distribution Date. After the transfer to the Designated Account described in the immediately preceding sentence, references in this Agreement to “Collection Account” shall be deemed to be references to the “Designated Account.” (g) With respect to the Accounts and all property held therein, the Owner Trustee agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as otherwise provided in Section 4.01(b)Notes of any Class remain outstanding, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time therein (excluding interest or investment income 35 (Nissan 2016-B Sale and Servicing Agreement) thereon payable to time in the Accounts Servicer or the Seller, as the case may be), and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or and the SecurityholdersCertificateholders, as the case may be. (ii) Notwithstanding anything else contained herein, as set forth in the Servicer agrees Indenture. The parties hereto agree that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting the Servicer Servicer, Indenture Trustee or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement Agreement, as the case may be. Notwithstanding the foregoing, the Servicer shall be entitled to withhold, or permitting to be reimbursed from amounts otherwise payable into or on deposit in the Collection Account, as the case may be, amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or posting. (h) With respect to the Account Property, the parties hereto agree that: (i) any Account Property that consists of uninvested funds shall be held solely in Eligible Accounts and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Basic Documents, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Account Property that constitutes Physical Property shall be delivered to carry out the Indenture Trustee or its duties designee, in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any such designee; (iii) any Account Property that is an “uncertificated security” under Article 8 of the Indenture.UCC and that is not governed by clause (iv) below shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or such designee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its designee’s) ownership of such security on the books of the issuer thereof; and (iv) any Account Property that is an uncertificated security that is a “book-entry security” (as such term is defined in Federal Reserve Bank Operating Circular No. 7) held in a securities account at a Federal Reserve Bank and eligible for transfer through the Fedwire® Securities Service operated by the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or its designee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry registration of such Account Property as described in such paragraph. 36 (Nissan 2016-B Sale and Servicing Agreement)

Establishment of Accounts. (a) The Servicer As of the Closing Date, the Issuer covenants to have established and shall establish thereafter maintain the Non-Principal Account, the Principal Account, the Distribution Account and maintain the Reserve Account (collectively, the “Series Accounts”) each of which shall be an Eligible Account with the Securities Intermediary in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “Collection Deposit Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To If the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment depositary institution wishes to resign as depositary of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part any of the Supplemental Servicing Fee and Series Accounts for any losses and investment expenses reason or fails to carry out the instructions of the Issuer for any reason, then the Issuer shall be charged against promptly notify the funds Indenture Trustee on deposit in behalf of the related AccountSeries 2015-2 Noteholders. (ic) Except as otherwise provided in Section 4.01(b)On or before the Closing Date, the Indenture Trustee Issuer shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other a depositary agreement related to such account govern the Series Accounts pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account accounts are continuously identified in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institutiondepositary institution’s customary procedures such that such Eligible Institution establishes books and records as subject to a Security Entitlement security interest in favor of the Indenture Trustee with respect thereto over which on behalf of the Series 2015-2 Noteholders, and, except as may be expressly provided herein to the contrary, in order to perfect the security interest of the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer on behalf of the Series 2015-2 Noteholders under the UCC, the Indenture Trustee on behalf of the Series 2015-2 Noteholders shall have the powerpower to direct disposition of the funds in the Series Accounts without further consent by the Issuer; provided, revocable however, that prior to the delivery by the Indenture Trustee on behalf of the Series 2015-2 Noteholders of notice otherwise, the Issuer shall have the right to direct the disposition of funds in the Series Accounts; provided, further that the Indenture Trustee on behalf of the Series 2015-2 Noteholders agrees that it will not deliver such notice or exercise its power to direct disposition of the funds in the Series Accounts unless an Event of Default has occurred and is continuing. Upon delivery of the foregoing notice by the Owner Indenture Trustee on behalf of the Series 2015-2 Noteholders, the depositary institution shall comply with the orders of the Indenture Trustee on behalf of the Series 2015-2 Noteholders without further consent by the Issuer. (d) The Issuer shall not close any of the Series Accounts unless it shall have (i) received the prior consent of the Indenture TrusteeTrustee on behalf of the Series 2015-2 Noteholders, (ii) established a new Eligible Deposit Account with the depositary institution holding the Series Account being closed or with a new depositary institution satisfactory to instruct the Indenture Trustee on behalf of the Series 2015-2 Noteholders, (iii) entered into a depositary agreement to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee govern such new account(s) with such new depositary institution which agreement is satisfactory in all respects to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee on behalf of the Noteholders (whereupon such new account(s) shall become the applicable Series Account(s) for all purposes of this Indenture Supplement), and (iv) taken all such action as the Indenture Trustee on behalf of the Series 2015-2 Noteholders shall reasonably require to carry out its duties under grant and perfect a first priority security interest in such account(s) in favor of the IndentureIndenture Trustee.

Establishment of Accounts. (a) The Servicer Issuer, for the benefit of the Noteholders, shall cause the Indenture Trustee to establish and maintain an Eligible Account with the Securities Intermediary in the name of the Indenture Trustee for the benefit of three non-interest bearing Eligible Accounts (i) the Securityholders (respectively, the “Collection Account”), (ii) the Noteholders (the “Note Principal Distribution Account” and the “Reserve Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related SecurityholdersNoteholders. (b) Funds deposited in each of the Trust Accounts (including amounts, if any, which the Servicer is required to remit to the Collection Account pursuant to Section 5.02) shall be invested first in Federated Prime Obligations Fund #143 for so long as Federated Prime Obligations Fund #143 is a Permitted Investment. Except If Federated Prime Obligations Fund #143 ceases to be a Permitted Investment, the funds deposited in each of the Trust Accounts shall second be held in Xxxxxxx Xxxxx Prime Obligations Fund #1235 for so long as otherwise Xxxxxxx Sachs Prime Obligations Fund #1235 is a Permitted Investment. If Xxxxxxx Xxxxx Prime Obligations Fund #1235 ceases to be a Permitted Investment, the funds deposited in each of the Trust Accounts shall third be held in JPM Prime Money Fund #349 for so long as JPM Prime Money Fund #349 is a Permitted Investment. If JPM Prime Money Fund #349 ceases to be a Permitted Investment, the funds deposited in each of the Trust Accounts shall be invested at the written direction of the Servicer in a money market mutual fund (provided such fund is a Permitted Investment) that has a principal investment strategy and an investment objective that are each substantially identical to Federated Prime Obligations Fund #143. Such investments shall mature, in the case of the Reserve Account, prior to the Business Day prior to the next Payment Date, and, in the case of the Collection Account, on the Payment Date in the Collection Period following the Collection Period during which the investment was made; provided that neither the Servicer nor the Indenture Trustee shall have the power or right to change or alter the particular Permitted Investments identified in the preceding four sentences with respect to which such funds are invested; and provided further that the Servicer shall provide written notice to the Indenture Trustee, promptly upon any investment in each of the Trust Accounts ceasing to be a Permitted Investment, and such notification shall include an instruction to the Indenture Trustee to withdraw the funds from the ineligible investment and to deposit such funds into the applicable Permitted Investment set forth in this AgreementSection 5.01(d). All Permitted Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and no Permitted Investments may be purchased at a premium. Amounts invested in Permitted Investments may not be converted into cash, sold or otherwise disposed of other than (i) upon maturity of the related investment, (ii) upon the date the related investment no longer meets the investment criteria of a Permitted Investment, or (iii) on any Payment Date, in order to allow the amount invested to be distributed to the Noteholders or Certificateholders in accordance with Section 5.04. (c) For so long as CRB is acting as Servicer hereunder, in the event that there are Net Investment Losses in Permitted Investments chosen by the Indenture Trustee is no longer an Eligible InstitutionServicer, the Servicer shall, with shall deposit the assistance amount of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in such Net Investment Losses into the Collection Account (net of losses and investment expenses) shall be paid no later than one Business Day prior to the Servicer Payment Date. The Indenture Trustee shall not be held liable in any way for any Net Investment Losses, except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as part of the Supplemental Servicing Fee principal obligor and any losses and investment expenses shall be charged against the funds on deposit not as Indenture Trustee, in the related Accountaccordance with their terms. (i) Except as otherwise provided in Section 4.01(b), the The Indenture Trustee shall possess all right, title and interest in all funds and investment property on deposit from time to time in or credited to the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investmentsinvestment property, proceeds and income shall be part of the Owner Trust Estateassets of the Issuer, except as otherwise set forth herein. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders Noteholders. The Servicer shall have no power or right to change or alter any of the foregoing initial specifications in Section 5.01(d); provided that if, at any time, any Trust Account ceases to be an Eligible Account, the Indenture Trustee (or the SecurityholdersServicer on its behalf) shall within ten (10) Business Days (or such longer period, not to exceed thirty (30) calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Account and shall transfer any cash and/or any investments from the case may beaccount that is no longer an Eligible Account to the new Trust Account. (ii) Notwithstanding anything else contained hereinWith respect to the Trust Account Property, the Servicer agrees that the Reserve FundIndenture Trustee agrees, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: by its acceptance hereof, that: (A) it will comply any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Accounts, subject to the last sentence of Section 5.01(d)(i); and each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with Entitlement Orders related respect thereto; (B) any Trust Account Property that constitutes Physical Property shall be delivered to such account issued the Indenture Trustee in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than a Securities Intermediary acting solely for the Indenture Trustee; ; (C) all any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or credited to it disposition, through continued book-entry registration of such Trust Account Property as described in connection with such account and all proceeds thereof will be promptly credited to such account; paragraph; (D) it will treat all any Trust Account Property as Financial Assetsthat is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (C) above shall be delivered to the Indenture Trustee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its nominee’s) ownership of such security; and and (E) all any Trust Account Property will that is a Security Entitlement shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor paragraph (d) of the definition of “Delivery” herein and shall be held pending maturity or disposition by the Indenture Trustee with respect thereto over which or a securities intermediary acting solely for the Indenture Trustee (or such other Eligible Institution) has ControlTrustee. (iii) The Servicer shall have the power, power (which power shall be revocable by the Indenture Trustee Trustee, or by the Owner Trustee with the consent of the Indenture Trustee, following a Servicer Termination Event) to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts held by the Indenture Trustee for the purpose of permitting withdrawing any amounts deposited in error into such accounts and withdrawing therefrom amounts that the Servicer or the Owner Trustee is authorized to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under withdraw in accordance with Section 5.04(a) hereof and Section 5.04 of the Indenture.

Establishment of Accounts. (a) The Servicer shall establish and maintain an Eligible Account with cause to be established the Securities Intermediary following accounts: (i) For the benefit of the Securityholders in the name of the Indenture Trustee for the benefit of (i) the Securityholders Trustee, an account (the “Collection Account”), which shall be an Eligible Account initially established with the Indenture Trustee. (ii) For the Noteholders benefit of the Securityholders in the name of the Indenture Trustee, an account (the “Note Distribution Reserve Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that which shall be an Eligible Account initially established with the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible InstitutionTrustee. (b) To All amounts held in the Collection Account and the Reserve Account (collectively, the “Accounts”) shall, to the extent permitted by applicable laws, rules and regulationsregulations and as directed by the Servicer, all be invested by the Indenture Trustee in Eligible Investments in accordance with Section 8.03 of the Indenture. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection AccountAccount unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Reserve Fund Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (c) If either (i) the Servicer, in its sole discretion and for any reason, notifies the Indenture Trustee and the Yield Supplement Account shall Owner Trustee in writing that the Accounts should be either invested moved or (ii) the Indenture Trustee or the Owner Trustee, as applicable, notifies the Servicer that the short-term unsecured debt obligations of the Indenture Trustee or the Owner Trustee, as applicable, no longer have the Required Deposit Rating, then, in each case, the Servicer shall, within ten Business Days after receipt of the notice described in clause (i) or (ii), as applicable, cause the Accounts (x) to be moved to segregated trust accounts in a bank or trust company selected by the Securities Intermediary in Eligible Investments selected in writing by Servicer, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (y) to be moved to the trust department of the Indenture Trustee or the Owner Trustee, as applicable. The Indenture Trustee or the Owner Trustee, as applicable, shall assist the Servicer or maintained in cash. No amounts held with the moving of Accounts described in the Note Distribution Account will be invested. preceding sentence. (d) Earnings on investment of funds in the Collection Account (net of losses and investment expenses) the Reserve Account shall be paid to the Servicer as part of the Supplemental Servicing Fee additional servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related Collection Account or the Reserve Account, as applicable. (ie) Except for the Collection Account and the Reserve Account, there are no accounts required to be maintained under the Basic Documents. (f) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Distribution Date on which the Notes of all Classes have been paid in full (or when substantially all of the Collateral is otherwise released from the lien of the Indenture) to the Designated Account, and take all necessary or appropriate actions to transfer all of its right, title and interest in the Collection Account, all funds or investments held therein and all proceeds thereof, whether or not on behalf of the Securityholders, to the Owner Trustee for the benefit of the Certificateholders, subject to the limitations set forth in the Indenture with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Distribution Date. After the transfer to the Designated Account described in the immediately preceding sentence, references in this Agreement to “Collection Account” shall be deemed to be references to the “Designated Account.” 34 (NAROT 2019-B Sale and Servicing Agreement) (g) With respect to the Accounts and all property held therein, the Issuer agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as otherwise provided in Section 4.01(b)Notes of any Class remain outstanding, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time therein (excluding interest or investment income thereon payable to time in the Accounts Servicer or the Seller, as the case may be), and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or and the SecurityholdersCertificateholders, as the case may be. (ii) Notwithstanding anything else contained herein, as set forth in the Servicer agrees Indenture. The parties hereto agree that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee Issuer with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting the Servicer Servicer, Indenture Trustee, Issuer or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement Agreement, as the case may be. Notwithstanding the foregoing, the Servicer shall be entitled to withhold, or permitting to be reimbursed from amounts otherwise payable into or on deposit in the Collection Account, as the case may be, amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or posting. (h) With respect to the Account Property, the parties hereto agree that: (i) any Account Property that consists of uninvested funds shall be held solely in Eligible Accounts and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Basic Documents, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Account Property that constitutes Physical Property shall be delivered to carry out the Indenture Trustee or its duties designee, in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any such designee; (iii) any Account Property that is an “uncertificated security” under Article 8 of the IndentureUCC and that is not governed by clause (iv) below shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or such designee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its designee’s) ownership of such security on the books of the issuer thereof; (iv) any Account Property that is an uncertificated security that is a “book-entry security” (as such term is defined in Federal Reserve Bank Operating Circular No. 7) held in a securities account at a Federal Reserve Bank and eligible for transfer through the Fedwire® Securities Service operated by the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the 35 (NAROT 2019-B Sale and Servicing Agreement) Indenture Trustee or its designee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry registration of such Account Property as described in such paragraph; and (v) to the extent any Account Property is credited to a securities account, the account agreement establishing such securities account shall provide that the account agreement is governed by the law of the State of New York and that the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention. (i) The Indenture Trustee, to the extent it is acting in the capacity of securities intermediary with respect to Account Property, covenants and agrees that: (i) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(ii) of the relevant UCC; (ii) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of Article 8 of the UCC, the jurisdiction of the Indenture Trustee as “securities intermediary” is the State of New York; and (iii) it has, at the time of entry into this Agreement, one or more offices in the United States of America engaged in a business or other regular activity of maintaining securities accounts. To the extent that there are any other agreements with the Indenture Trustee governing the Accounts, the parties agree that each and every such agreement is hereby amended to provide that, with respect to the Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.

Establishment of Accounts. (a) The Servicer Servicer, on behalf of the Owner Trustee and the Indenture Trustee, shall establish and maintain an Eligible Account with the Securities Intermediary following accounts: (i) For the benefit of the Securityholders in the name of the Indenture Trustee for the benefit of (i) the Securityholders Trustee, an account (the “Collection Account”), which shall be an Eligible Account initially established with the Indenture Trustee; and (ii) For the Noteholders benefit of the Securityholders in the name of the Indenture Trustee, an account (the “Note Distribution Reserve Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that which shall be an Eligible Account initially established with the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible InstitutionTrustee. (b) To All amounts held in the Collection Account and the Reserve Account (collectively, the “Accounts”) shall, to the extent permitted by applicable laws, rules and regulationsregulations and as directed by the Servicer, all be invested by the Indenture Trustee in Eligible Investments in accordance with Section 8.03 of the Indenture. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, further, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection AccountAccount unless the security interest granted and perfected in such account will 38 (Nissan 2015-A Sale and Servicing Agreement) continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Reserve Fund Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (c) If either (i) the Servicer, in its sole discretion and for any reason, notifies the Indenture Trustee and the Yield Supplement Account shall Owner Trustee in writing that the Accounts should be either invested moved or (ii) the Indenture Trustee or the Owner Trustee, as applicable, notifies the Servicer that the short-term unsecured debt obligations of the Indenture Trustee or the Owner Trustee, as applicable, no longer have the Required Deposit Rating, then, in each case, the Servicer shall, within ten Business Days after receipt of the notice described in clause (i) or (ii), as applicable, cause the Accounts (x) to be moved to segregated trust accounts in a bank or trust company selected by the Securities Intermediary in Eligible Investments selected in writing by Servicer, the short term unsecured debt obligations of which shall have the Required Deposit Rating, or (y) to be moved to the trust department of the Indenture Trustee or the Owner Trustee, as applicable. The Indenture Trustee or the Owner Trustee, as applicable, shall assist the Servicer or maintained in cash. No amounts held with the moving of Accounts described in the Note Distribution Account will be invested. preceding sentence. (d) Earnings on investment of funds in the Collection Account (net of losses and investment expenses) the Reserve Account shall be paid to the Servicer as part of the Supplemental Servicing Fee additional servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related Collection Account or the Reserve Account, as applicable. (ie) Except The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Distribution Date on which the Notes of all Classes have been paid in full (or when substantially all of the Collateral is otherwise released from the lien of the Indenture) to the Designated Account, and take all necessary or appropriate actions to transfer all of its right, title and interest in the Collection Account, all funds or investments held therein and all proceeds thereof, whether or not on behalf of the Securityholders, to the Owner Trustee for the benefit of the Certificateholders, subject to the limitations set forth in the Indenture with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Distribution Date. After the transfer to the Designated Account described in the immediately preceding sentence, references in this Agreement to “Collection Account” shall be deemed to be references to the “Designated Account.” (f) With respect to the Accounts and all property held therein, the Owner Trustee agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as otherwise provided in Section 4.01(b)Notes of any Class remain outstanding, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time therein (excluding interest or investment income thereon payable to time in the Accounts Servicer or the Seller, as the case may be), and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or and the SecurityholdersCertificateholders, as the case may be. (ii) Notwithstanding anything else contained herein, as set forth in the Servicer agrees Indenture. The parties hereto agree that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts Collection 39 (Nissan 2015-A Sale and Servicing Agreement) Account for the purpose of permitting the Servicer Servicer, Indenture Trustee or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement Agreement, as the case may be. Notwithstanding the foregoing, the Servicer shall be entitled to withhold, or permitting to be reimbursed from amounts otherwise payable into or on deposit in the Collection Account, as the case may be, amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or posting. (g) With respect to the Account Property, the parties hereto agree that: (i) any Account Property that consists of uninvested funds shall be held solely in Eligible Accounts and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Basic Documents, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Account Property that constitutes Physical Property shall be delivered to carry out the Indenture Trustee or its duties designee, in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any such designee; (iii) any Account Property that is an “uncertificated security” under Article 8 of the IndentureUCC and that is not governed by clause (iv) below shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or such designee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its designee’s) ownership of such security on the books of the issuer thereof; and (iv) any Account Property that is an uncertificated security that is a “book-entry security” (as such term is defined in Federal Reserve Bank Operating Circular No. 7) held in a securities account at a Federal Reserve Bank and eligible for transfer through the Fedwire® Securities Service operated by the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or its designee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry registration of such Account Property as described in such paragraph. (h) No checks shall be issued, printed, or honored with respect to the Collection Account, the Reserve Account, or the Trust Collection Account.

Establishment of Accounts. (a) The Servicer As of the Closing Date, the Issuer covenants to have established and shall establish thereafter maintain the Finance Charge Account, the Principal Account, the Principal Accumulation Account, the Distribution Account and maintain the Reserve Account, each of which shall be an Eligible Account with the Securities Intermediary in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “Collection Deposit Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To If the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment depositary institution wishes to resign as depositary of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part any of the Supplemental Servicing Fee and Series Accounts for any losses and investment expenses reason or fails to carry out the instructions of the Issuer for any reason, then the Issuer shall be charged against promptly notify the funds Indenture Trustee on deposit in behalf of the related AccountNoteholders. (ic) Except as otherwise provided in Section 4.01(b)On or before the Closing Date, the Indenture Trustee Issuer shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other a depositary agreement related to such account govern the Series Accounts pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account accounts are continuously identified in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institutiondepositary institution’s customary procedures such that such Eligible Institution establishes books and records as subject to a Security Entitlement security interest in favor of the Indenture Trustee with respect thereto over which on behalf of the Noteholders and, except as may be expressly provided herein to the contrary, in order to perfect the security interest of the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer on behalf of the Noteholders under the UCC, the Indenture Trustee on behalf of the Noteholders shall have the powerpower to direct disposition of the funds in the Series Accounts without further consent by the Issuer; provided however, revocable that prior to the delivery by the Indenture Trustee on behalf of the Noteholders of notice otherwise, the Issuer shall have the right to direct the disposition of funds in the Series Accounts; provided further that the Indenture Trustee on behalf of the Noteholders agrees that it will not deliver such notice or by exercise its power to direct disposition of the Owner Trustee with funds in the Series Accounts unless an Event of Default has occurred and is continuing. (d) The Issuer shall not close any of the Series Accounts unless it shall have (i) received the prior consent of the Indenture TrusteeTrustee on behalf of the Noteholders, (ii) established a new Eligible Deposit Account with the depositary institution or with a new depositary institution satisfactory to instruct the Indenture Trustee on behalf of the Noteholders, (iii) entered into a depositary agreement to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee govern such new account(s) with such new depositary institution which agreement is satisfactory in all respects to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee on behalf of the Noteholders (whereupon such new account(s) shall become the applicable Series Account(s) for all purposes of this Indenture Supplement), and (iv) taken all such action as the Indenture Trustee on behalf of the Noteholders shall reasonably require to carry out its duties grant and perfect a first priority security interest in such account(s) under the Indenturethis Indenture Supplement.

Establishment of Accounts. (a) The Servicer shall establish and maintain an Eligible Account with the Securities Intermediary and in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “Collection Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible InstitutionInstitution within 30 days. (b) To the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Note Distribution Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary Indenture Trustee in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Accounts (other than the Yield Supplement Account and the Reserve Fund) (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement each Account and the Collection Certificate Distribution Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or IssuerServicer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Establishment of Accounts. (a) The Servicer shall establish and maintain an Eligible Account with cause to be established the Securities Intermediary following accounts: (i) For the benefit of the Securityholders in the name of the Indenture Trustee for the benefit of (i) the Securityholders Trustee, an account (the “Collection Account”), which shall be an Eligible Account initially established with the Indenture Trustee. (ii) For the Noteholders benefit of the Securityholders in the name of the Indenture Trustee, an account (the “Note Distribution Reserve Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that which shall be an Eligible Account initially established with the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible InstitutionTrustee. (b) To All amounts held in the Collection Account and the Reserve Account (collectively, the “Accounts”) shall, to the extent permitted by applicable laws, rules and regulationsregulations and as directed by the Servicer, all be invested by the Indenture Trustee in Eligible Investments in accordance with Section 8.03 of the Indenture. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection AccountAccount unless the security interest granted and 34 (Nissan 2017-B Sale and Servicing Agreement) perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Reserve Fund Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (c) If either (i) the Servicer, in its sole discretion and for any reason, notifies the Indenture Trustee and the Yield Supplement Account shall Owner Trustee in writing that the Accounts should be either invested moved or (ii) the Indenture Trustee or the Owner Trustee, as applicable, notifies the Servicer that the short-term unsecured debt obligations of the Indenture Trustee or the Owner Trustee, as applicable, no longer have the Required Deposit Rating, then, in each case, the Servicer shall, within ten Business Days after receipt of the notice described in clause (i) or (ii), as applicable, cause the Accounts (x) to be moved to segregated trust accounts in a bank or trust company selected by the Securities Intermediary in Eligible Investments selected in writing by Servicer, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (y) to be moved to the trust department of the Indenture Trustee or the Owner Trustee, as applicable. The Indenture Trustee or the Owner Trustee, as applicable, shall assist the Servicer or maintained in cash. No amounts held with the moving of Accounts described in the Note Distribution Account will be invested. preceding sentence. (d) Earnings on investment of funds in the Collection Account (net of losses and investment expenses) the Reserve Account shall be paid to the Servicer as part of the Supplemental Servicing Fee additional servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related Collection Account or the Reserve Account, as applicable. (ie) Except for the Collection Account and the Reserve Account, there are no accounts required to be maintained under the Basic Documents. (f) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Distribution Date on which the Notes of all Classes have been paid in full (or when substantially all of the Collateral is otherwise released from the lien of the Indenture) to the Designated Account, and take all necessary or appropriate actions to transfer all of its right, title and interest in the Collection Account, all funds or investments held therein and all proceeds thereof, whether or not on behalf of the Securityholders, to the Owner Trustee for the benefit of the Certificateholders, subject to the limitations set forth in the Indenture with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Distribution Date. After the transfer to the Designated Account described in the immediately preceding sentence, references in this Agreement to “Collection Account” shall be deemed to be references to the “Designated Account.” (g) With respect to the Accounts and all property held therein, the Owner Trustee agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as otherwise provided in Section 4.01(b)Notes of any Class remain outstanding, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time therein (excluding interest or investment income thereon payable to time in the Accounts Servicer or the Seller, as the case may be), and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or and the SecurityholdersCertificateholders, as the case may be. , as set forth in the Indenture. 35 (iiNissan 2017-B Sale and Servicing Agreement) Notwithstanding anything else contained herein, the Servicer agrees The parties hereto agree that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting the Servicer Servicer, Indenture Trustee or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement Agreement, as the case may be. Notwithstanding the foregoing, the Servicer shall be entitled to withhold, or permitting to be reimbursed from amounts otherwise payable into or on deposit in the Collection Account, as the case may be, amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or posting. (h) With respect to the Account Property, the parties hereto agree that: (i) any Account Property that consists of uninvested funds shall be held solely in Eligible Accounts and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Basic Documents, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Account Property that constitutes Physical Property shall be delivered to carry out the Indenture Trustee or its duties designee, in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any such designee; (iii) any Account Property that is an “uncertificated security” under Article 8 of the IndentureUCC and that is not governed by clause (iv) below shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or such designee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its designee’s) ownership of such security on the books of the issuer thereof; (iv) any Account Property that is an uncertificated security that is a “book-entry security” (as such term is defined in Federal Reserve Bank Operating Circular No. 7) held in a securities account at a Federal Reserve Bank and eligible for transfer through the Fedwire® Securities Service operated by the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or its designee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry registration of such Account Property as described in such paragraph; and (v) to the extent any Account Property is credited to a securities account, the account agreement establishing such securities account shall provide that the account agreement is governed by the law of the State of New York and that the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention. 36 (Nissan 2017-B Sale and Servicing Agreement) (i) The Indenture Trustee, to the extent it is acting in the capacity of securities intermediary with respect to Account Property, covenants and agrees that: (i) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(ii) of the relevant UCC; (ii) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of Article 8 of the UCC, the jurisdiction of the Indenture Trustee as “securities intermediary” is the State of New York; and (iii) it has, at the time of entry into this Agreement, one or more offices in the United States of America engaged in a business or other regular activity of maintaining securities accounts. To the extent that there are any other agreements with the Indenture Trustee governing the Trust Accounts, the parties agree that each and every such agreement is hereby amended to provide that, with respect to the Trust Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.

Establishment of Accounts. (a) The Servicer shall establish and maintain an Eligible Account with cause to be established the Securities Intermediary following accounts: (i) For the benefit of the Securityholders in the name of the Indenture Trustee for the benefit of (i) the Securityholders Trustee, an account (the “Collection Account”), which shall be an Eligible Account initially established with the Indenture Trustee. (ii) For the Noteholders benefit of the Securityholders in the name of the Indenture Trustee, an account (the “Note Distribution Reserve Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that which shall be an Eligible Account initially established with the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible InstitutionTrustee. (b) To All amounts held in the Collection Account and the Reserve Account (collectively, the “Accounts”) shall, to the extent permitted by applicable laws, rules and regulationsregulations and as directed by the Servicer, all be invested by the Indenture Trustee in Eligible Investments in accordance with Section 8.03 of the Indenture. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection AccountAccount unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Reserve Fund Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (c) If either (i) the Servicer, in its sole discretion and for any reason, notifies the Indenture Trustee and the Yield Supplement Account shall Owner Trustee in writing that the Accounts should be either invested moved or (ii) the Indenture Trustee or the Owner Trustee, as applicable, notifies the Servicer that the short-term unsecured debt obligations of the Indenture Trustee or the Owner Trustee, as applicable, no longer have the Required Deposit Rating, then, in each case, the Servicer shall, within ten Business Days after receipt of the notice described in clause (i) or (ii), as applicable, cause the Accounts (x) to be moved to segregated trust accounts in a bank or trust company selected by the Securities Intermediary in Eligible Investments selected in writing by Servicer, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (y) to be moved to the trust department of the Indenture Trustee or the Owner Trustee, as applicable. The Indenture Trustee or the Owner Trustee, as applicable, shall assist the Servicer or maintained in cash. No amounts held with the moving of Accounts described in the Note Distribution Account will be invested. preceding sentence. (d) Earnings on investment of funds in the Collection Account (net of losses and investment expenses) the Reserve Account shall be paid to the Servicer as part of the Supplemental Servicing Fee additional servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related Collection Account or the Reserve Account, as applicable. (ie) Except for the Collection Account and the Reserve Account, there are no accounts required to be maintained under the Basic Documents. (f) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Distribution Date on which the Notes of all Classes have been paid in full (or when substantially all of the Collateral is otherwise released from the lien of the Indenture) to the Designated Account, and take all necessary or appropriate actions to transfer all of its right, title and interest in the Collection Account, all funds or investments held therein and all proceeds thereof, whether or not on behalf of the Securityholders, to the Owner Trustee for the benefit of the Certificateholders, subject to the limitations set forth in the Indenture with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Distribution Date. After the transfer to the Designated Account described in the immediately preceding sentence, references in this Agreement to “Collection Account” shall be deemed to be references to the “Designated Account.” (g) With respect to the Accounts and all property held therein, the Owner Trustee agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as otherwise provided in Section 4.01(b)Notes of any Class remain outstanding, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time therein (excluding interest or investment income thereon payable to time in the Accounts Servicer or the Seller, as the case may be), and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or and the SecurityholdersCertificateholders, as the case may be. (ii) Notwithstanding anything else contained herein, as set forth in the Servicer agrees Indenture. The parties hereto agree that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting the Servicer Servicer, Indenture Trustee or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement Agreement, as the case may be. Notwithstanding the foregoing, the Servicer shall be entitled to withhold, or permitting to be reimbursed from amounts otherwise payable into or on deposit in the Collection Account, as the case may be, amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or posting. (h) With respect to the Account Property, the parties hereto agree that: (i) any Account Property that consists of uninvested funds shall be held solely in Eligible Accounts and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Basic Documents, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Account Property that constitutes Physical Property shall be delivered to carry out the Indenture Trustee or its duties designee, in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any such designee; (iii) any Account Property that is an “uncertificated security” under Article 8 of the IndentureUCC and that is not governed by clause (iv) below shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or such designee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its designee’s) ownership of such security on the books of the issuer thereof; (iv) any Account Property that is an uncertificated security that is a “book-entry security” (as such term is defined in Federal Reserve Bank Operating Circular No. 7) held in a securities account at a Federal Reserve Bank and eligible for transfer through the Fedwire® Securities Service operated by the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or its designee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry registration of such Account Property as described in such paragraph; and (v) to the extent any Account Property is credited to a securities account, the account agreement establishing such securities account shall provide that the account agreement is governed by the law of the State of New York and that the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention. (i) The Indenture Trustee, to the extent it is acting in the capacity of securities intermediary with respect to Account Property, covenants and agrees that: (i) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(ii) of the relevant UCC; (ii) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of Article 8 of the UCC, the jurisdiction of the Indenture Trustee as “securities intermediary” is the State of New York; and (iii) it has, at the time of entry into this Agreement, one or more offices in the United States of America engaged in a business or other regular activity of maintaining securities accounts. To the extent that there are any other agreements with the Indenture Trustee governing the Accounts, the parties agree that each and every such agreement is hereby amended to provide that, with respect to the Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.

Establishment of Accounts. (a) The Servicer As of the Closing Date, the Issuer covenants to have established and shall establish thereafter maintain the Non-Principal Account, the Principal Account, the Distribution Account and maintain the Reserve Account (collectively, the “Series Accounts”) each of which shall be an Eligible Account with the Securities Intermediary in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “Collection Deposit Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To If the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment depositary institution wishes to resign as depositary of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part any of the Supplemental Servicing Fee and Series Accounts for any losses and investment expenses reason or fails to carry out the instructions of the Issuer for any reason, then the Issuer shall be charged against promptly notify the funds Indenture Trustee on deposit in behalf of the related AccountSeries 2012-1 Noteholders. (ic) Except as otherwise provided in Section 4.01(b)On or before the Closing Date, the Indenture Trustee Issuer shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other a depositary agreement related to such account govern the Series Accounts pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account accounts are continuously identified in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institutiondepositary institution’s customary procedures such that such Eligible Institution establishes books and records as subject to a Security Entitlement security interest in favor of the Indenture Trustee with respect thereto over which on behalf of the Series 2012-1 Noteholders, and, except as may be expressly provided herein to the contrary, in order to perfect the security interest of the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer on behalf of the Series 2012-1 Noteholders under the UCC, the Indenture Trustee on behalf of the Series 2012-1 Noteholders shall have the powerpower to direct disposition of the funds in the Series Accounts without further consent by the Issuer; provided, revocable however, that prior to the delivery by the Indenture Trustee on behalf of the Series 2012-1 Noteholders of notice otherwise, the Issuer shall have the right to direct the disposition of funds in the Series Accounts; provided, further that the Indenture Trustee on behalf of the Series 2012-1 Noteholders agrees that it will not deliver such notice or exercise its power to direct disposition of the funds in the Series Accounts unless an Event of Default has occurred and is continuing. Upon delivery of the foregoing notice by the Owner Indenture Trustee on behalf of the Series 2012-1 Noteholders, the depositary institution shall comply with the orders of the Indenture Trustee on behalf of the Series 2012-1 Noteholders without further consent by the Issuer. (d) The Issuer shall not close any of the Series Accounts unless it shall have (i) received the prior consent of the Indenture TrusteeTrustee on behalf of the Series 2012-1 Noteholders, (ii) established a new Eligible Deposit Account with the depositary institution holding the Series Account being closed or with a new depositary institution satisfactory to instruct the Indenture Trustee on behalf of the Series 2012-1 Noteholders, (iii) entered into a depositary agreement to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee govern such new account(s) with such new depositary institution which agreement is satisfactory in all respects to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee on behalf of the Noteholders (whereupon such new account(s) shall become the applicable Series Account(s) for all purposes of this Indenture Supplement), and (iv) taken all such action as the Indenture Trustee on behalf of the Series 2012-1 Noteholders shall reasonably require to carry out its duties under grant and perfect a first priority security interest in such account(s) in favor of the IndentureIndenture Trustee.

Establishment of Accounts. (a) 6.1 The Servicer shall Manager authorises Mainspring to establish and maintain an Eligible Account with the Securities Intermediary in the name on its books, for each of the Indenture Trustee for the benefit of (i) the Securityholders (the “Collection Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except Manager’s Portfolios as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested Instructed by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Account (net of losses Manager and investment expenses) shall be paid pursuant to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination terms of this Agreement, it will not enter into any other agreement related Securities Account(s) and Cash Account(s). 6.2 Mainspring’s obligation to such account open up the Custody Account is conditional upon Mainspring receiving an application form signed by the Investors. 6.3 Once the Custody Account has been established pursuant to which Clause 6.2, where Mainspring has received any Securities and Cash from or on behalf of the Investor, Mainspring will only hold such Securities and Cash until it agrees is in receipt of an AML Confirmation from the Manager. Mainspring will open the Custody Account in relation to comply with Entitlement Orders of any Person other than those Investors listed in the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof AML Confirmation. The AML Confirmation will be promptly credited signed by the Manager and sent to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account Mainspring via email in accordance with such Eligible Institution[paragraph 3] of Schedule 3. For the avoidance of doubt, this Clause 6.3 shall be without prejudice to Mainspring’s customary procedures such role to accept and deposit subscription monies received from Investors in respect of their subscriptions to the Fund in accordance with the SLA. 6.4 The provision of the AML Confirmation implies that the Manager has consented for it to be relied upon. Therefore, upon receipt of the AML Confirmation by Mainspring, Mainspring will be able to rely on the Manager’s affirmation that they have carried out the relevant anti-money laundering and KYC checks, and that such Eligible Institution establishes a Security Entitlement in favor information and such further documents as may be reasonably requested by Mainspring, can be relied on to enable it to perform its duties and obligations pursuant to this Agreement. 6.5 The Parties acknowledge that notwithstanding any other provision of this Agreement, the assets of each Portfolio shall be segregated from the assets of other Portfolios and shall at all times remain the sole property of the Indenture Trustee with respect thereto over which Investor; and shall not, other than on the Indenture Trustee Manager’s Instructions be used to discharge (directly or indirectly) the liabilities of or claims against any other Portfolio, and shall not be available for such other Eligible Institution) has Controlpurpose, and any liability incurred on behalf of or attributable to any Portfolio shall be discharged solely out of the assets of that Portfolio. (iii6.6 The duties and obligations of Mainspring and its Delegates to hold Securities and Cash shall extend only to Securities and Cash properly delivered to and accepted by them, and under their control. 6.7 The Manager hereby acknowledges and agrees that: a) The Servicer Securities held by Mainspring and its Delegates may be combined with Securities belonging to other clients of Mainspring or the Delegates; b) the Manager shall not have any rights to the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent redelivery of the Indenture Trusteesame Securities as originally deposited with Mainspring or Delegates but will instead be entitled to Securities of the same number, to instruct class, denomination and issue as those originally deposited; c) where Securities are held in an omnibus account together with, or registered collectively in the Indenture Trustee to make withdrawals same name as, securities held by Mainspring or Delegates for other clients, the Manager’s entitlements may not be identifiable by separate certificates, other physical documents of title or equivalent electronic records, and payments accordingly in the event of an irreconcilable shortfall, any shortfall may be shared pro-rata among all the clients of Mainspring or the Delegate (including the Manager) whose securities are held in such omnibus account or registered in such name; d) where Securities and Cash are held in countries outside of the UK, there may be settlement, legal and regulatory requirements in overseas jurisdictions which are different from those in the Accounts UK, and there may therefore be different practices for the purpose separate identification of permitting client assets in those jurisdictions and the Servicer Manager’s rights in relation to such Securities and Cash may differ accordingly; and e) holding or agreeing to hold the Cash, or the Owner Trustee to carry out its respective duties hereunder Securities, subsequently purchased by using the Cash or under Securities, outside the Trust Agreement UK shall not constitute a warranty or permitting representation by Mainspring that a particular regulatory, legal, or tax treatment will be available in respect of either the Indenture Trustee to carry out its duties under the IndentureCash or Securities.

Establishment of Accounts. (a) The Servicer Servicer, on behalf of the Owner Trustee and the Indenture Trustee, shall establish and maintain an Eligible Account with the Securities Intermediary following accounts: (i) For the benefit of the Securityholders in the name of the Indenture Trustee for the benefit of (i) the Securityholders Trustee, an account (the “Collection Account”), which shall be an Eligible Account initially established with the Indenture Trustee; and (ii) For the Noteholders benefit of the Securityholders in the name of the Indenture Trustee, an account (the “Note Distribution Reserve Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that which shall be an Eligible Account initially established with the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible InstitutionTrustee. (b) To All amounts held in the Collection Account and the Reserve Account (collectively, the “Accounts”) shall, to the extent permitted by applicable laws, rules and regulationsregulations and as directed by the Servicer, all be invested by the Indenture Trustee in Eligible Investments in accordance with Section 8.03 of the Indenture. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, 39 (Nissan 2015-C Sale and Servicing Agreement) monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, further, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection AccountAccount unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Reserve Fund Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (c) If either (i) the Servicer, in its sole discretion and for any reason, notifies the Indenture Trustee and the Yield Supplement Account shall Owner Trustee in writing that the Accounts should be either invested moved or (ii) the Indenture Trustee or the Owner Trustee, as applicable, notifies the Servicer that the short-term unsecured debt obligations of the Indenture Trustee or the Owner Trustee, as applicable, no longer have the Required Deposit Rating, then, in each case, the Servicer shall, within ten Business Days after receipt of the notice described in clause (i) or (ii), as applicable, cause the Accounts (x) to be moved to segregated trust accounts in a bank or trust company selected by the Securities Intermediary in Eligible Investments selected in writing by Servicer, the short term unsecured debt obligations of which shall have the Required Deposit Rating, or (y) to be moved to the trust department of the Indenture Trustee or the Owner Trustee, as applicable. The Indenture Trustee or the Owner Trustee, as applicable, shall assist the Servicer or maintained in cash. No amounts held with the moving of Accounts described in the Note Distribution Account will be invested. preceding sentence. (d) Earnings on investment of funds in the Collection Account (net of losses and investment expenses) the Reserve Account shall be paid to the Servicer as part of the Supplemental Servicing Fee additional servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related Collection Account or the Reserve Account, as applicable. (ie) Except The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Distribution Date on which the Notes of all Classes have been paid in full (or when substantially all of the Collateral is otherwise released from the lien of the Indenture) to the Designated Account, and take all necessary or appropriate actions to transfer all of its right, title and interest in the Collection Account, all funds or investments held therein and all proceeds thereof, whether or not on behalf of the Securityholders, to the Owner Trustee for the benefit of the Certificateholders, subject to the limitations set forth in the Indenture with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Distribution Date. After the transfer to the Designated Account described in the immediately preceding sentence, references in this Agreement to “Collection Account” shall be deemed to be references to the “Designated Account.” (f) With respect to the Accounts and all property held therein, the Owner Trustee agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as otherwise provided in Section 4.01(b)Notes of any Class remain outstanding, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time therein (excluding interest or investment income 40 (Nissan 2015-C Sale and Servicing Agreement) thereon payable to time in the Accounts Servicer or the Seller, as the case may be), and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or and the SecurityholdersCertificateholders, as the case may be. (ii) Notwithstanding anything else contained herein, as set forth in the Servicer agrees Indenture. The parties hereto agree that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting the Servicer Servicer, Indenture Trustee or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement Agreement, as the case may be. Notwithstanding the foregoing, the Servicer shall be entitled to withhold, or permitting to be reimbursed from amounts otherwise payable into or on deposit in the Collection Account, as the case may be, amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or posting. (g) With respect to the Account Property, the parties hereto agree that: (i) any Account Property that consists of uninvested funds shall be held solely in Eligible Accounts and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Basic Documents, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Account Property that constitutes Physical Property shall be delivered to carry out the Indenture Trustee or its duties designee, in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any such designee; (iii) any Account Property that is an “uncertificated security” under Article 8 of the IndentureUCC and that is not governed by clause (iv) below shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or such designee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its designee’s) ownership of such security on the books of the issuer thereof; and (iv) any Account Property that is an uncertificated security that is a “book-entry security” (as such term is defined in Federal Reserve Bank Operating Circular No. 7) held in a securities account at a Federal Reserve Bank and eligible for transfer through the Fedwire® Securities Service operated by the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or its designee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry registration of such Account Property as described in such paragraph. (h) No checks shall be issued, printed, or honored with respect to the Collection Account, the Reserve Account, or the Trust Collection Account. 41 (Nissan 2015-C Sale and Servicing Agreement)

Establishment of Accounts. (a) The Servicer shall establish and maintain an Eligible Account with cause to be established the Securities Intermediary following accounts: (i) For the benefit of the Securityholders in the name of the Indenture Trustee for the benefit of (i) the Securityholders Trustee, an account (the “Collection Account”), which shall be an Eligible Account initially established with the Indenture Trustee. (ii) For the Noteholders benefit of the Securityholders in the name of the Indenture Trustee, an account (the “Note Distribution Reserve Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that which shall be an Eligible Account initially established with the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible InstitutionTrustee. (b) To All amounts held in the Collection Account and the Reserve Account (collectively, the “Accounts”) shall, to the extent permitted by applicable laws, rules and regulationsregulations and as directed by the Servicer, all be invested by the Indenture Trustee in Eligible Investments in accordance with Section 8.03 of the Indenture. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection AccountAccount unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Reserve Fund Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (c) If either (i) the Servicer, in its sole discretion and for any reason, notifies the Indenture Trustee and the Yield Supplement Account shall Owner Trustee in writing that the Accounts should be either invested moved or (ii) the Indenture Trustee or the Owner Trustee, as applicable, notifies the Servicer that the short-term unsecured debt obligations of the Indenture Trustee or the Owner Trustee, as applicable, no longer have the Required Deposit Rating, then, in each case, the Servicer shall, within ten Business Days after receipt of the notice described in clause (i) or (ii), as applicable, cause the Accounts (x) to be moved to segregated trust accounts in a bank or trust company selected by the Securities Intermediary in Eligible Investments selected in writing by Servicer, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (y) to be moved to the trust department of the Indenture Trustee or the Owner Trustee, as applicable. The Indenture Trustee or the Owner Trustee, as applicable, shall assist the Servicer or maintained in cash. No amounts held with the moving of Accounts described in the Note Distribution Account will be invested. preceding sentence. (d) Earnings on investment of funds in the Collection Account (net of losses and investment expenses) the Reserve Account shall be paid to the Servicer as part of the Supplemental Servicing Fee additional servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related Collection Account or the Reserve Account, as applicable. (ie) Except for the Collection Account and the Reserve Account, there are no accounts required to be maintained under the Basic Documents. (f) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Distribution Date on which the Notes of all Classes have been paid in full (or when substantially all of the Collateral is otherwise released from the lien of the Indenture) to the Designated Account, and take all necessary or appropriate actions to transfer all of its right, title and interest in the Collection Account, all funds or investments held therein and all proceeds thereof, whether or not on behalf of the Securityholders, to the Owner Trustee for the benefit of the Certificateholders, subject to 35 (Nissan 2017-A Sale and Servicing Agreement) the limitations set forth in the Indenture with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Distribution Date. After the transfer to the Designated Account described in the immediately preceding sentence, references in this Agreement to “Collection Account” shall be deemed to be references to the “Designated Account.” (g) With respect to the Accounts and all property held therein, the Owner Trustee agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as otherwise provided in Section 4.01(b)Notes of any Class remain outstanding, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time therein (excluding interest or investment income thereon payable to time in the Accounts Servicer or the Seller, as the case may be), and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or and the SecurityholdersCertificateholders, as the case may be. (ii) Notwithstanding anything else contained herein, as set forth in the Servicer agrees Indenture. The parties hereto agree that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting the Servicer Servicer, Indenture Trustee or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement Agreement, as the case may be. Notwithstanding the foregoing, the Servicer shall be entitled to withhold, or permitting to be reimbursed from amounts otherwise payable into or on deposit in the Collection Account, as the case may be, amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or posting. (h) With respect to the Account Property, the parties hereto agree that: (i) any Account Property that consists of uninvested funds shall be held solely in Eligible Accounts and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Basic Documents, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Account Property that constitutes Physical Property shall be delivered to carry out the Indenture Trustee or its duties designee, in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any such designee; (iii) any Account Property that is an “uncertificated security” under Article 8 of the IndentureUCC and that is not governed by clause (iv) below shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or such designee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its designee’s) ownership of such security on the books of the issuer thereof; and (iv) any Account Property that is an uncertificated security that is a “book-entry security” (as such term is defined in Federal Reserve Bank Operating Circular No. 7) held 36 (Nissan 2017-A Sale and Servicing Agreement) in a securities account at a Federal Reserve Bank and eligible for transfer through the Fedwire® Securities Service operated by the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or its designee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry registration of such Account Property as described in such paragraph.

Establishment of Accounts. (a) The Servicer shall establish and maintain an Eligible Account with the Securities Intermediary and in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “Collection Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible InstitutionInstitution within 30 days. (b) To the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary Indenture Trustee in Eligible Investments selected in writing by the Servicer or maintained in cash. No ; provided, that, all amounts held in the Note Distribution Account will not be invested. Earnings on investment of funds in the Collection Account (net of losses and investment expenses) ), if any, shall be paid to the Servicer as part of the Supplemental Servicing Fee Fee, and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or IssuerServicer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Establishment of Accounts. (a) The Servicer On or prior to the Distribution Date on which the Notes of all Classes have been paid in full (or substantially all of the Trust Estate is otherwise released from the lien of the Indenture), the Owner Trustee, for the benefit of the Certificateholders, shall establish and maintain an Eligible Account with the Securities Intermediary maintain, or shall cause to be established and maintained, in the name of the Indenture Trustee for Trust (or in such other name as shall be specified in the benefit of (i) Sale and Servicing Agreement), the Securityholders trust collection account (the “Trust Collection Account”). The Trust Collection Account shall be established and maintained as an Eligible Deposit Account, (ii) and, subject to provisions of the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) Sale and (iv) the Securityholders (the “Yield Supplement Account”), in each caseServicing Agreement, bearing a designation clearly indicating that that, subject to Section 5.01(b), the funds deposited therein are held by the Trust for the benefit of the related Securityholders. Except as otherwise provided in this AgreementCertificateholders, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, each case in accordance with the assistance Section 5.01 of the Indenture Trustee as necessary, cause the Accounts Sale and Servicing Agreement. Subject to be moved to an Eligible Institution. (b) To the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b5.01(b), the Indenture Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts Trust Collection Account and in all proceeds thereof (including all income thereon) and all such fundsother than any net investment earnings on Eligible Investments held therein). Except as otherwise expressly provided herein, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts Collection Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholders. If, at any time, the Trust Collection Account ceases to be an Eligible Deposit Account or if the majority of Certificateholders, in their sole discretion, notify the Owner Trustee in writing that the Trust Collection Account should be moved, then the Owner Trustee (or the Administrator on behalf of the Owner Trustee, if the Trust Collection Account is not then held by the Owner Trustee or an Affiliate thereof) shall within 10 Business Days establish a new equivalent Eligible Deposit Account at a depository institution or trust company selected by a majority of the Certificateholders and shall transfer any cash and/or any investments to such new account. (b) Concurrently with the execution and delivery of the Indenture, the Servicer will establish and maintain, or shall cause to be established and maintained, at the direction of the Depositor, the Collection Account in the name of and under the control of the Indenture Trustee for the benefit of the Noteholders Securityholders in accordance with Section 5.01 of the Sale and Servicing Agreement. The Indenture Trustee will be obligated to transfer back to the Owner Trustee, for the benefit of the Certificateholders, all funds or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and investments held in the Collection Account will on the Distribution Date on which the Notes of all Classes have been paid in full or the Indenture is otherwise terminated (excluding any amounts to be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related retained for distribution in respect of Notes that are not promptly delivered for payment on such Distribution Date), and to such account issued by take all necessary or appropriate actions to transfer all right, title and interest of the Indenture Trustee without further consent by the Servicer in such funds or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account investments and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with for the consent benefit of the Indenture TrusteeCertificateholders, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or which amounts the Owner Trustee to carry out its respective duties hereunder or under shall deposit into the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the IndentureCollection Account.

Establishment of Accounts. (a) The Servicer shall establish Borrower shall, simultaneously herewith establish, and maintain hereby covenants to maintain, an Eligible Account account (the “Lockbox Account”) with the Securities Intermediary Lockbox Bank acceptable to Lender in the name of the Indenture Trustee Borrower for the sole and exclusive benefit of (i) the Securityholders (the “Collection Account”)Lender into which Borrower shall deposit, (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, or cause the Accounts to be moved to an Eligible Institutiondeposited, all Gross Income from Operations, all forfeited Security Deposits and all other revenue of any kind from the Properties received by Borrower or Manager. (b) To Lender, on Borrower’s behalf, shall, simultaneously herewith (i) establish an account with the Cash Management Bank (the “Cash Management Account”) in the name of Borrower for the sole and exclusive benefit of Lender (and Borrower shall also to the extent permitted required by applicable lawsLender, rules and regulationspromptly upon Lender’s request, execute the agreement referred to below in clause (ii) of this Section 3.1(b)), into which Borrower shall deposit or cause to be deposited (x) the Initial Deposits, in accordance with Section 3.6 hereof, and (y) all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds sums on deposit in the related Lockbox Account. (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time subject to time in the Accounts and in all proceeds thereof accordance with Sections 3.2 and 3.7 hereof, and (including all income thereonii) and all such fundsexecute an agreement with the Cash Management Bank providing, investmentsamong other things, proceeds and income shall be part of for the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for Cash Management Bank by Lender and establishing the benefit following Accounts (which may be book entry sub-accounts) into which all amounts in the Lockbox Account, all Gross Income from Operations, all forfeited Security Deposits and all other revenue of any kind from the Noteholders Property received by Borrower or the SecurityholdersManager, as the case may be.applicable, shall, subject to Sections 3.2 and 3.7 hereof, be deposited or allocated to: (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply An account with Entitlement Orders related Cash Management Bank into which Borrower shall deposit, or cause to such account issued by be deposited, the Indenture Trustee without further consent by Monthly Tax Deposit (the Servicer or Issuer; “Tax Account”); (B) until termination of this AgreementAn account with Cash Management Bank into which Borrower shall deposit, it will not enter into any other agreement related or cause to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than be deposited, the Indenture Trustee; Monthly Insurance Premium Deposit (the “Insurance Premium Account”); (C) all Account Property delivered An account with Cash Management Bank into which Borrower shall deposit, or credited cause to it in connection with such account and all proceeds thereof will be promptly credited to such account; deposited, the Monthly Debt Service Payment Amount (the “Debt Service Account”); (D) it will treat all Account Property as Financial Assets; and An account with Cash Management Bank into which Borrower shall deposit, or cause to be deposited, the Replacement Reserve Monthly Deposit (the “Replacement Reserve Account”); (E) all Account Property will be physically delivered (accompanied by any required endorsements) toAn account with Cash Management Bank into which Borrower shall deposit, or credited cause to an account in the name ofbe deposited, the Eligible Institution maintaining Required Repair Fund (the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control.“Required Repair Account”); (iiiF) The Servicer An account with Cash Management Bank into which Borrower shall have deposit, or cause to be deposited, the powerRollover Reserve Fund (the “Rollover Reserve Account”); and (G) An account with Cash Management Bank which Borrower shall deposit, revocable by or cause to be deposited the Indenture Trustee or by Excess Cash Reserve Fund (the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture“Excess Cash Reserve Account”).

Establishment of Accounts. (a) The Servicer shall establish and maintain an Eligible Account with cause to be established the Securities Intermediary following accounts: (i) For the benefit of the Securityholders in the name of the Indenture Trustee for the benefit of (i) the Securityholders Trustee, an account (the “Collection Account”), which shall be an Eligible Account initially established with the Indenture Trustee. (ii) For the Noteholders benefit of the Securityholders in the name of the Indenture Trustee, an account (the “Note Distribution Reserve Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that which shall be an Eligible Account initially established with the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible InstitutionTrustee. (b) To All amounts held in the Collection Account and the Reserve Account (collectively, the “Accounts”) shall, to the extent permitted by applicable laws, rules and regulationsregulations and as directed by the Servicer, all be invested by the Indenture Trustee in Eligible Investments in accordance with Section 8.03 of the Indenture. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection AccountAccount unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Reserve Fund Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. 34 (Nissan 2016-A Sale and Servicing Agreement) (c) If either (i) the Servicer, in its sole discretion and for any reason, notifies the Indenture Trustee and the Yield Supplement Account shall Owner Trustee in writing that the Accounts should be either invested moved or (ii) the Indenture Trustee or the Owner Trustee, as applicable, notifies the Servicer that the short-term unsecured debt obligations of the Indenture Trustee or the Owner Trustee, as applicable, no longer have the Required Deposit Rating, then, in each case, the Servicer shall, within ten Business Days after receipt of the notice described in clause (i) or (ii), as applicable, cause the Accounts (x) to be moved to segregated trust accounts in a bank or trust company selected by the Securities Intermediary in Eligible Investments selected in writing by Servicer, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (y) to be moved to the trust department of the Indenture Trustee or the Owner Trustee, as applicable. The Indenture Trustee or the Owner Trustee, as applicable, shall assist the Servicer or maintained in cash. No amounts held with the moving of Accounts described in the Note Distribution Account will be invested. preceding sentence. (d) Earnings on investment of funds in the Collection Account (net of losses and investment expenses) the Reserve Account shall be paid to the Servicer as part of the Supplemental Servicing Fee additional servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related Collection Account or the Reserve Account, as applicable. (ie) Except for the Collection Account and the Reserve Account, there are no accounts required to be maintained under the Basic Documents. (f) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Distribution Date on which the Notes of all Classes have been paid in full (or when substantially all of the Collateral is otherwise released from the lien of the Indenture) to the Designated Account, and take all necessary or appropriate actions to transfer all of its right, title and interest in the Collection Account, all funds or investments held therein and all proceeds thereof, whether or not on behalf of the Securityholders, to the Owner Trustee for the benefit of the Certificateholders, subject to the limitations set forth in the Indenture with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Distribution Date. After the transfer to the Designated Account described in the immediately preceding sentence, references in this Agreement to “Collection Account” shall be deemed to be references to the “Designated Account.” (g) With respect to the Accounts and all property held therein, the Owner Trustee agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as otherwise provided in Section 4.01(b)Notes of any Class remain outstanding, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time therein (excluding interest or investment income thereon payable to time in the Accounts Servicer or the Seller, as the case may be), and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or and the SecurityholdersCertificateholders, as the case may be. (ii) Notwithstanding anything else contained herein, as set forth in the Servicer agrees Indenture. The parties hereto agree that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to 35 (Nissan 2016-A Sale and Servicing Agreement) instruct the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting the Servicer Servicer, Indenture Trustee or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement Agreement, as the case may be. Notwithstanding the foregoing, the Servicer shall be entitled to withhold, or permitting to be reimbursed from amounts otherwise payable into or on deposit in the Collection Account, as the case may be, amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or posting. (h) With respect to the Account Property, the parties hereto agree that: (i) any Account Property that consists of uninvested funds shall be held solely in Eligible Accounts and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Basic Documents, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Account Property that constitutes Physical Property shall be delivered to carry out the Indenture Trustee or its duties designee, in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any such designee; (iii) any Account Property that is an “uncertificated security” under Article 8 of the IndentureUCC and that is not governed by clause (iv) below shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or such designee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its designee’s) ownership of such security on the books of the issuer thereof; and (iv) any Account Property that is an uncertificated security that is a “book-entry security” (as such term is defined in Federal Reserve Bank Operating Circular No. 7) held in a securities account at a Federal Reserve Bank and eligible for transfer through the Fedwire® Securities Service operated by the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or its designee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry registration of such Account Property as described in such paragraph.

Establishment of Accounts. (a) The Servicer shall establish and maintain an Eligible Account with cause to be established the Securities Intermediary following accounts: (i) For the benefit of the Securityholders in the name of the Indenture Trustee for the benefit of (i) the Securityholders Trustee, an account (the “Collection Account”), which shall be an Eligible Account initially established with the Indenture Trustee. (ii) For the Noteholders benefit of the Securityholders in the name of the Indenture Trustee, an account (the “Note Distribution Reserve Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that which shall be an Eligible Account initially established with the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible InstitutionTrustee. (b) To All amounts held in the Collection Account and the Reserve Account (collectively, the “Accounts”) shall, to the extent permitted by applicable laws, rules and regulationsregulations and as directed by the Servicer, all be invested by the Indenture Trustee in Eligible Investments in accordance with Section 8.03 of the Indenture. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection AccountAccount unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Reserve Fund Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (c) If either (i) the Servicer, in its sole discretion and for any reason, notifies the Indenture Trustee and the Yield Supplement Account shall Owner Trustee in writing that the Accounts should be either invested moved or (ii) the Indenture Trustee or the Owner Trustee, as applicable, notifies the Servicer that the short-term unsecured debt obligations of the Indenture Trustee or the Owner Trustee, as applicable, no longer have the Required Deposit Rating, then, in each case, the Servicer shall, within ten Business Days after receipt of the notice described in clause (i) or (ii), as applicable, cause the Accounts (x) to be moved to segregated trust accounts in a bank or trust company selected by the Securities Intermediary in Eligible Investments selected in writing by Servicer, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (y) to be moved to the trust department of the Indenture Trustee or the Owner Trustee, as applicable. The Indenture Trustee or the Owner Trustee, as applicable, shall assist the Servicer or maintained in cash. No amounts held with the moving of Accounts described in the Note Distribution Account will be invested. preceding sentence. (d) Earnings on investment of funds in the Collection Account (net of losses and investment expenses) the Reserve Account shall be paid to the Servicer as part of the Supplemental Servicing Fee additional servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related Collection Account or the Reserve Account, as applicable. (ie) Except for the Collection Account and the Reserve Account, there are no accounts required to be maintained under the Basic Documents. (f) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Distribution Date on which the Notes of all Classes have been paid in full (or when substantially all of the Collateral is otherwise released from the lien of the Indenture) to the Designated Account, and take all necessary or appropriate actions to transfer all of its right, title and interest in the Collection Account, all funds or investments held therein and all proceeds thereof, whether or not on behalf of the Securityholders, to the Owner Trustee for the benefit of the Certificateholders, subject to the limitations set forth in the Indenture with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Distribution Date. After the transfer to the Designated Account described in the immediately preceding sentence, references in this Agreement to “Collection Account” shall be deemed to be references to the “Designated Account.” (g) With respect to the Accounts and all property held therein, the Issuer agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as otherwise provided in Section 4.01(b)Notes of any Class remain outstanding, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time therein (excluding interest or investment income thereon payable to time in the Accounts Servicer or the Seller, as the case may be), and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or and the SecurityholdersCertificateholders, as the case may be. (ii) Notwithstanding anything else contained herein, as set forth in the Servicer agrees Indenture. The parties hereto agree that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee Issuer with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting the Servicer Servicer, Indenture Trustee, Issuer or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement Agreement, as the case may be. Notwithstanding the foregoing, the Servicer shall be entitled to withhold, or permitting to be reimbursed from amounts otherwise payable into or on deposit in the Collection Account, as the case may be, amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or posting. (h) With respect to the Account Property, the parties hereto agree that: (i) any Account Property that consists of uninvested funds shall be held solely in Eligible Accounts and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Basic Documents, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Account Property that constitutes Physical Property shall be delivered to carry out the Indenture Trustee or its duties designee, in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any such designee; 36 (NAROT 2019-A Sale and Servicing Agreement) (iii) any Account Property that is an “uncertificated security” under Article 8 of the Indenture.UCC and that is not governed by clause (iv) below shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or such designee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its designee’s) ownership of such security on the books of the issuer thereof;

Establishment of Accounts. (a) The MBFS USA (as Servicer hereunder) shall establish the following Accounts, on or before the Closing Date, and maintain each as an Eligible Deposit Account with the Securities Intermediary in the name of the Indenture Trustee Trustee, at an Eligible Institution (which shall initially be the Paying Agent on behalf of the Indenture Trustee) for the benefit of of: (i) the Securityholders Securityholders, designated as the “Mercedes-Benz Auto Receivables Trust 2016-1 Collection Account, U.S. Bank National Association, Indenture Trustee” (the “Collection Account”), ; (ii) the Noteholders Noteholders, designated as the “Mercedes-Benz Auto Receivables Trust 2016-1 Note Payment Account, U.S. Bank National Association, Indenture Trustee” (the “Note Distribution Payment Account”), ; and (iii) the Securityholders Noteholders, designated as the “Mercedes-Benz Auto Receivables Trust 2016-1 Reserve Fund, U.S. Bank National Association, Indenture Trustee” (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), ; in each case, case bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the related SecurityholdersPersons. Except as otherwise provided in this AgreementThe Accounts shall be under the control of the Indenture Trustee; provided, in however, that the event that Servicer may direct the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, in writing to make (or cause the Accounts to be moved made) deposits to an Eligible Institution. (b) To and withdrawals from the extent permitted by applicable laws, rules and regulations, all amounts held Accounts in the Collection Account, the Reserve Fund accordance with this Agreement and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cashother Basic Documents. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit All monies deposited from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be held by, or in the name of, the Indenture Trustee as part of the Owner Trust Estate. The Accounts Property, and all deposits to and withdrawals therefrom shall be under made only upon the sole dominion terms and control conditions of the Indenture Trustee for Basic Documents. Amounts on deposit in each Account shall, to the benefit of the Noteholders or the Securityholdersextent permitted by Applicable Law, be invested, as directed in writing by the case may beServicer, by the Eligible Institution then maintaining such Account in Eligible Investments. (iib) Notwithstanding anything else contained herein, The Issuer and the Servicer agrees agree that the Reserve Fundeach Eligible Institution, the Yield Supplement with which an Account and the Collection Account is established, will be established only with an Eligible Institution which agrees agree substantially as follows: : (Ai) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee Trustee, without further consent by the Servicer or Issuer; Servicer; (Bii) until termination of this Agreement, it will not enter into any other agreement related to such account Account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; ; (Ciii) all Account Property Collateral delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; Account; (Div) it will treat all Account Property Collateral as Financial Assets; and and (Ev) all Account Property Collateral will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control. (iiic) The Servicer shall have If on any Payment Date the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent sum of the Indenture Trustee, to instruct amounts on deposit in the Indenture Trustee to make withdrawals and payments from the Accounts Collection Account for the purpose of permitting related Collection Period and the Reserve Fund on such Payment Date equals or exceeds the Note Balance, all accrued and unpaid interest thereon and all amounts due to the Servicer or and the Owner Trustee Trustees, all such amounts on deposit will be applied up to carry out its respective duties hereunder or under the Trust Agreement or permitting amounts necessary to retire the Indenture Trustee to carry out its duties under the IndentureNotes and pay such amounts due.

Establishment of Accounts. (a) The Servicer shall establish Lender has established the Escrow Accounts and maintain an Eligible the Central Account with the Securities Intermediary in the name of Lender as secured party and Borrower has established the Indenture Trustee for the benefit of (i) the Securityholders (the “Collection Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, Rent Account in the event that the Indenture Trustee is no longer an Eligible Institutionjoint names of Lender, the Servicer shallas secured party, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Borrower. The Rent Account, the Reserve Fund Central Account and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Escrow Accounts shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained hereinRent Account, the Servicer agrees that the Reserve Fund, the Yield Supplement Central Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this AgreementEscrow Accounts, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a the terms and conditions of this Security Entitlement Instrument. Borrower shall have no right of withdrawal in favor respect of the Indenture Trustee with respect thereto over which Rent Account, the Indenture Trustee (Central Account or such other Eligible Institution) has Control. (iii) The Servicer the Escrow Accounts. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Rent Account or the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee no responsibility to make withdrawals additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the SAOT Sub-Account, the Operation and payments Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenturemay be commingled with other monies held by Lender.

Establishment of Accounts. (a) The Servicer As of the Closing Date, the Issuer covenants to have established and shall establish thereafter maintain the Non-Principal Account, the Principal Account, the Distribution Account and maintain the Reserve Account (collectively, the “Series Accounts”) each of which shall be an Eligible Account with the Securities Intermediary in the name of the Indenture Trustee for the benefit of (i) the Securityholders (the “Collection Deposit Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders (the “Reserve Fund”) and (iv) the Securityholders (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, with the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution. (b) To If the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Securities Intermediary in Eligible Investments selected in writing by the Servicer or maintained in cash. No amounts held in the Note Distribution Account will be invested. Earnings on investment depositary institution wishes to resign as depositary of funds in the Collection Account (net of losses and investment expenses) shall be paid to the Servicer as part any of the Supplemental Servicing Fee and Series Accounts for any losses and investment expenses reason or fails to carry out the instructions of the Issuer for any reason, then the Issuer shall be charged against promptly notify the funds Indenture Trustee on deposit in behalf of the related AccountSeries 2009-1 Noteholders. (ic) Except as otherwise provided in Section 4.01(b)On or before the Closing Date, the Indenture Trustee Issuer shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Securityholders, as the case may be. (ii) Notwithstanding anything else contained herein, the Servicer agrees that the Reserve Fund, the Yield Supplement Account and the Collection Account will be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer or Issuer; (B) until termination of this Agreement, it will not enter into any other a depositary agreement related to such account govern the Series Accounts pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Financial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account accounts are continuously identified in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institutiondepositary institution’s customary procedures such that such Eligible Institution establishes books and records as subject to a Security Entitlement security interest in favor of the Indenture Trustee with respect thereto over which on behalf of the Series 2009-1 Noteholders, and, except as may be expressly provided herein to the contrary, in order to perfect the security interest of the Indenture Trustee (or such other Eligible Institution) has Control. (iii) The Servicer on behalf of the Series 2009-1 Noteholders under the UCC, the Indenture Trustee on behalf of the Series 2009-1 Noteholders shall have the powerpower to direct disposition of the funds in the Series Accounts without further consent by the Issuer; provided, revocable however, that prior to the delivery by the Indenture Trustee on behalf of the Series 2009-1 Noteholders of notice otherwise, the Issuer shall have the right to direct the disposition of funds in the Series Accounts; provided, further that the Indenture Trustee on behalf of the Series 2009-1 Noteholders agrees that it will not deliver such notice or exercise its power to direct disposition of the funds in the Series Accounts unless an Event of Default has occurred and is continuing. Upon delivery of the foregoing notice by the Owner Indenture Trustee on behalf of the Series 2009-1 Noteholders, the depositary institution shall comply with the orders of the Indenture Trustee on behalf of the Series 2009-1 Noteholders without further consent by the Issuer. (d) The Issuer shall not close any of the Series Accounts unless it shall have (i) received the prior consent of the Indenture TrusteeTrustee on behalf of the Series 2009-1 Noteholders, (ii) established a new Eligible Deposit Account with the depositary institution holding the Series Account being closed or with a new depositary institution satisfactory to instruct the Indenture Trustee on behalf of the Series 2009-1 Noteholders, (iii) entered into a depositary agreement to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee govern such new account(s) with such new depositary institution which agreement is satisfactory in all respects to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee on behalf of the Noteholders (whereupon such new account(s) shall become the applicable Series Account(s) for all purposes of this Indenture Supplement), and (iv) taken all such action as the Indenture Trustee on behalf of the Series 2009-1 Noteholders shall reasonably require to carry out its duties under grant and perfect a first priority security interest in such account(s) in favor of the IndentureIndenture Trustee.