Common use of Establishment of Accounts Clause in Contracts

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For the benefit of the Noteholders in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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. (c) 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing 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) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For Servicer, for the benefit of the Noteholders and the Certificateholders, shall cause the Indenture Trustee to establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by Noteholders and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection AccountCertificateholders. (iib) For The Issuer, for the benefit of the Noteholders, shall cause the Indenture Trustee to establish with and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. The Issuer shall also cause to be established two administrative subaccounts within the Note Distribution Account at the Eligible Institution then maintaining the Note Distribution Account, which subaccounts shall be designated the “Interest Distribution Account” and the “Principal Distribution Account”, respectively. The Interest Distribution Account and the Principal Distribution Account are established and maintained solely for administrative purposes. (c) The Issuer, for the benefit of the Noteholders, shall cause the Indenture Trustee to establish with and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (bd) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which Servicer; provided, however, that if (i) the Servicer provides notification (pursuant shall have failed to standing instructions give investment directions for any funds on deposit in the Reserve Account or otherwise); provided that it is understood and agreed that neither the Servicer, Collection Account to the Indenture Trustee by 11:00 a.m., New York City time (subject or such other time as may be agreed by the Administrator and the Indenture Trustee), on any Business Day or (ii) a Default or Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 6.1(c) 5.02 of the IndentureIndenture or (iii) nor if the Issuer Notes shall be liable for any loss arising have been declared due and payable following an Event of Default and 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 investment a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in investments that are Eligible InvestmentsInvestments in accordance with the standing instructions most recently given in writing by the Servicer. Funds on deposit in the Note Distribution Account shall remain uninvested. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the NoteholdersNoteholders or the Certificateholders, as applicable; provided, that for each Collection Period such amount shall be calculated on the Determination Date. On each Payment Date all interest and other investment income (net of losses and investment expensesNet Investment Losses) on funds on deposit in the Trust Accounts shall (i) Collection Account for the related Collection Period will be distributed released to the Servicer Depositor; and shall not (ii) Reserve Account for the related Collection Period will be available released to pay the distributions provided for in Section 4.4. Except Depositor, upon the direction of the Servicer, to the extent the Rating Agency Condition is satisfied, all investments of that funds on deposit in the Trust Accounts Reserve Account on such Payment Date, after giving effect to all withdrawals therefrom on such Payment Date, exceed the Reserve Account Required Amount. Other than as permitted in writing by the Rating Agencies with respect to the Reserve Account, funds on deposit in the Collection Account and the Reserve Account shall be invested in Eligible Investments that will mature so that such funds will be available on not later than the Business Day immediately preceding the immediately following next 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 Funds deposited in the Collection Account and the Servicer directs Reserve Account on a day that immediately precedes a Payment Date upon the Indenture Trustee in writing maturity of any Eligible Investments are not required to dispose of such Eligible Investmentbe invested overnight. (ce) In the event that there are Net Investment Losses in Eligible Investments chosen by the Servicer, the Servicer shall deposit into the Collection Account, no later than one Business Day prior to the Payment Date, the amount of the Net Investment Losses. 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 Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as Indenture Trustee, in accordance with their terms. (i) The Trust 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, investments investment property, proceeds and proceeds income shall be part of the Trust Estate. Except , except as otherwise provided set forth herein, the . The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the NoteholdersNoteholders and the Certificateholders, as applicable. If, at any time, any Trust Account ceases to be an Eligible Deposit Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with or the Indenture TrusteeServicer on its behalf) in writing and shall within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) after becoming aware of the fact, establish a new Trust Account as an Eligible Deposit Account and shall direct the Indenture Trustee in writing to transfer any cash and/or or any investments from the account that is no longer an Eligible Deposit Account to such the new Trust Account. (dii) With respect to the Trust Account Property, the parties hereto agree Indenture Trustee agrees, by its acceptance hereof, that: (iA) any Trust Account Property that consists of uninvested funds is held in deposit accounts shall be held solely in the Eligible Accounts andDeposit Accounts, except as otherwise provided herein, subject to the last sentence of Section 5.01(f)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Transaction Documents, and the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (iiB) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its designee, in accordance with paragraph (a) of the definition herein of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any a securities intermediary (as such designeeterm is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee; (iiiC) 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 herein of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; (D) any Trust Account Property that is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (ivC) below above shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c) of the definition herein of “Delivery” and shall be maintained by the Indenture Trustee or such designeeTrustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its designeenominee’s) ownership of such security on the books of the issuer thereofsecurity; and (ivE) any Trust Account Property that is an uncertificated a 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 entitlement shall be delivered in accordance with paragraph (bd) of the definition herein of “Delivery” and shall be maintained held pending maturity or disposition 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 Trust Account Property as described in such paragraphTrustee. (eiii) Except for The Servicer shall have the Collection Accountpower, revocable by the Reserve Account 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 Trust Accounts and the Certificate Distribution Account, there are no accounts required to be maintained under Account for the Transaction Documentspurpose of withdrawing any amounts deposited in error into such accounts.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For Trustee, on behalf of the Trust and for the benefit of the Noteholders Holders, shall establish and maintain in the name of Trustee one or more segregated Eligible Deposit Accounts (collectively, the Indenture Trustee, an Eligible Account (the “"Collection Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the NoteholdersHolders. Trustee, which Eligible Account shall be established by on behalf of the Trust and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For for the benefit of the NoteholdersClass A Holders, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Reserve "Class A Distribution Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the NoteholdersClass A Holders. Trustee, which Eligible Account shall be established by on behalf of the Trust and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For for the benefit of the Residual InterestholdersClass B Holders, shall establish and maintain in the name of the Issuer, a non-interest bearing Trustee an Eligible Deposit Account (the “Certificate "Class B Distribution Account”) "), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual InterestholdersClass B Holders. Trustee on behalf of the Trust and for the benefit of the Holders, which shall establish and maintain in the name of Trustee an Eligible Deposit Account (the "Payahead Account"), bearing a designation clearly indicating that the funds therein are held for the benefit of the Holders. The Collection Account, the Class A Distribution Account, the Class B Distribution Account, and the Payahead Account shall be initially established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Accounttrust department of Trustee. (b) Funds on deposit in the Collection Account Account, the Class A Distribution Account, the Class B Distribution Account, and the Reserve Payahead Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise)) and confirmed in writing by Servicer to Trustee; provided that that, it is understood and agreed that neither the Servicer, the Indenture Servicer nor Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholdersbeneficiaries of the applicable Account; provided, provided that on each Payment Distribution Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts therein shall be distributed withdrawn from the Accounts at the written direction of Servicer and shall be paid to the Servicer and shall not be available or otherwise subject to pay any claims or rights of the distributions provided for in Section 4.4Holders. Except to the extent the Other than as permitted by each Rating Agency Condition is satisfiedAgency, all investments of funds on deposit in the Trust Accounts with respect to any Collection Period or Distribution Date shall be invested only in Eligible Investments that, except for money market funds, will mature so that such funds will be available at the close of business on the Business Day related Deposit Date. Funds deposited in an Account on a Deposit Date which immediately preceding precedes a Distribution Date upon the immediately following Payment Datematurity of any Eligible Investments are not required to be (but may be) invested overnight. No Eligible Investment with a stated maturity shall be sold or otherwise disposed of prior to its scheduled that maturity unless a default occurs with respect to such that Eligible Investment and the Servicer directs the Indenture Trustee in writing to dispose of such Eligible Investmentit. (c) 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 (excluding all income thereon) and all such funds, investments and proceeds shall be part of the Trust EstateProperty. Except as otherwise provided herein, the Trust The Accounts shall be under the sole dominion and the exclusive custody and control of the Indenture Trustee, and Trustee for the benefit of the Noteholdersshall have sole signature authority with respect thereto. If, at any time, any Trust Account of the Accounts ceases to be an Eligible Deposit Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with the Indenture Trusteeor Servicer on its behalf) in writing and shall within 10 Business Days (or any such longer period if the as to which each Rating Agency Condition is satisfied with respect to such longer periodmay consent) after becoming aware of the fact, establish a new Trust Account as an Eligible Deposit Account and shall direct the Indenture Trustee in writing to transfer any cash and/or any investments that are in the existing Account which is no longer an Eligible Deposit Account 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) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The Servicer shall cause to be establishedestablished on or prior to the Closing Date: (i) For (x) Prior to the payment in full of the principal of and interest on the Notes, for the benefit of the Noteholders in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designeedesignee and (y) following payment in full of the principal of and interest on the Notes, for the benefit of the Certificateholders, in the name of the Issuer, an Eligible Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders, which Eligible Account shall be established by and maintained with the Certificate Paying Agent, as Relevant Trustee, or its designee (the “Collection Account”). No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For Upon the issuance of any Definitive Certificate in accordance with the terms of the Trust Agreement, for the benefit of the Residual InterestholdersCertificateholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual InterestholdersCertificateholders, which Eligible Account shall be established by and maintained with the Owner Trustee Certificate Paying Agent or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. Funds on deposit in the Certificate Distribution Account shall be held uninvested. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) ), if any, shall be invested by the Indenture Relevant Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Relevant Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Relevant Trustee as secured party for the benefit of the Noteholders (or if there are no Noteholders, for the Certificateholders); provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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 Relevant Trustee in writing to dispose of such Eligible Investment. The Servicer acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of each purchase and sale of permitted investments or the Relevant Trustee’s receipt of a broker’s confirmation. The Servicer agrees that such notifications shall not be provided by the Relevant Trustee hereunder, and the Relevant Trustee shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. (c) The Indenture Relevant 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Relevant Trustee for the benefit of the Noteholders (or if there are no Noteholders, for the Certificateholders). If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Relevant Trustee (unless such Trust Account is an account with the Indenture Relevant Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Relevant Trustee in writing 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 Relevant Trustee, and, except as otherwise provided in the Transaction Documents, the Indenture Relevant Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Relevant Trustee or its designee, in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Relevant 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For the benefit of the Noteholders Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the 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 Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee and which may be a sub-account of the Collection Account. No checks shall be issued, printed or honored with respect to the Principal Distribution Account. (iii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account, the Reserve Account and the Reserve Principal Distribution Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Permitted Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided provided, that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Permitted Investments. All such Eligible Permitted Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts Collection Account and the Principal Distribution Account shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all All investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding the immediately following next Payment Date. No Eligible Permitted Investment shall be sold or otherwise disposed of prior to its scheduled maturity unless a default occurs with respect to such Eligible Permitted Investment and the Servicer directs the Indenture Trustee in writing to dispose of such Eligible Permitted Investment. (c) 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 ten Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing 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) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph. (v) To the extent any Trust Account Property is credited to a securities account, the account agreement establishing such securities account shall provide that the account agreement is governed solely 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; and such institution acting as securities intermediary shall have at the time of entry of the account agreement and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies the criteria provided in Article 4(1)(a) or (b) of the Hague Securities Convention. (e) The Indenture Trustee, to the extent it is acting in the capacity of securities intermediary with respect to Trust Account Property, represents, warrants and covenants that: (i) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(ii) of the relevant UCC, that in the ordinary course of its business maintains “securities accounts” for others, as such term is used in Section 8-501 of the relevant UCC, and an “intermediary” as defined in the Hague Securities Convention; (ii) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC, the jurisdiction of the Indenture Trustee as securities intermediary is the State of New York. Further, the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention; and (iii) the Indenture Trustee has and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America engaged in a business or other regular activity of maintaining securities account. (f) 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. (g) Except for the Collection Account, the Reserve Account and the Certificate Principal Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

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, or shall cause to be established: (i) For the benefit of the Noteholders established and maintained, in the name of the Indenture TrusteeTrust (or in such other name as shall be specified in the Sale and Servicing Agreement), an Eligible Account the trust collection account (the “Trust Collection Account”). The Trust Collection Account shall be established and maintained as an Eligible Account, and, subject to provisions of the Sale and Servicing 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 NoteholdersCertificateholders, which Eligible Account shall be established by and maintained in each case in accordance with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit Section 5.01 of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”Sale and Servicing Agreement. Subject to Section 5.01(b), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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. (c) The Indenture Trustee Paying Agent shall possess all right, title and interest in all funds on deposit from time to time in the Trust Accounts Collection Account and in all proceeds thereof and all such funds, investments and proceeds shall be part of the Trust Estatethereof. Except as otherwise expressly provided herein, the Trust Accounts Collection Account shall be under the sole dominion and control of the Indenture Trustee Paying Agent for the benefit of the NoteholdersCertificateholders. If, at any time, any the Trust Collection Account ceases to be an Eligible AccountAccount or if the majority of Certificateholders, the Servicer shall promptly in their sole discretion, notify the Indenture Trustee Paying Agent in writing that the Trust Collection Account should be moved, then the Paying Agent (unless such or the Administrator on behalf of the Paying Agent, if the Trust Collection Account is not then held by the Paying Agent or an account with the Indenture TrusteeAffiliate thereof) in writing and shall within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an equivalent Eligible Account at a depository institution or trust company selected by a majority of the Certificateholders and shall direct the Indenture Trustee in writing to transfer any cash and/or any investments to such new Trust Accountaccount. (db) With respect to Concurrently with the Trust Account Propertyexecution and delivery of the Indenture, the parties hereto agree that: (i) any Trust Servicer will establish and maintain, or shall cause to be established and maintained, at the direction of the Depositor, the Collection Account Property that consists in the name of uninvested funds shall be held solely in Eligible Accounts and, except as otherwise provided herein, each such Eligible Account shall be subject to and under the exclusive custody and control of the Indenture TrusteeTrustee in accordance with Section 5.01 of the Sale and Servicing Agreement. The Indenture Trustee will be obligated to transfer to the Paying Agent, andfor the benefit of the Certificateholders, except as otherwise provided all funds or investments held in the Transaction DocumentsCollection Account on the Distribution Date on which the Notes 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 its designee investments and all proceeds thereof to the Paying Agent for the benefit of the Certificateholders, which amounts the Paying Agent shall have sole signature authority with respect thereto; (ii) any deposit into the Trust Collection Account. Amounts on deposit in the Trust Collection Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its designeeheld uninvested, 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to Paying Agent shall not be maintained under the Transaction Documentsliable for any interest thereon.

Establishment of Accounts. (a) The Servicer Trustees shall cause to be established: establish (iand during the term of this Trust Agreement shall maintain) For a custody account (the benefit of “Securities Account”) at a commercial bank selected by, and under an agreement acceptable to, the Noteholders FRBNY in the name of the Indenture TrusteeTrust bearing a designation clearly indicating that the Trust Stock held therein is held for the sole benefit of the Treasury. Except as expressly provided herein, an Eligible the Trustees shall possess all right, title, and interest in all Trust Stock held from time to time in the Securities Account for the sole benefit of the Treasury. The Securities Account shall be under the sole dominion and control of the Trustees for the sole benefit of the Treasury. (b) The Trustees shall establish (and during the term of this Trust Agreement shall maintain) a deposit account (the “Collection Deposit Account”)) at a commercial bank selected by, and under an agreement acceptable to, the FRBNY in the name of the Trust bearing a designation clearly indicating that the funds deposited therein are held for the sole benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designeeTreasury. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account and the Reserve Account (collectivelyExcept as expressly provided herein, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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. (c) The Indenture Trustee Trustees shall possess all right, title title, and interest in all funds moneys on deposit from time to time in the Trust Accounts and in all proceeds thereof and all such funds, investments and proceeds shall be part Deposit Account for the sole benefit of the Trust EstateTreasury. Except as otherwise provided herein, the Trust Accounts The Deposit Account shall be under the sole dominion and control of the Indenture Trustee Trustees for the sole benefit of the Noteholders. If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing to transfer any cash and/or any investments to such new Trust AccountTreasury. (dc) With respect Subject to the terms of this Trust Account PropertyAgreement, the parties hereto agree that: (i) any Trust Trustees shall receive and hold in the Securities Account Property that consists of uninvested funds shall be held solely in Eligible Accounts andor Deposit Account, except as otherwise provided hereinapplicable, each such Eligible Account shall be subject to the exclusive custody and control initial cash contribution of the Indenture TrusteeFRBNY, and, except advances from the Company as otherwise provided in the Transaction DocumentsSection 3.04(b) hereof, the Indenture Trustee Trust Stock and all dividends and other cash and non-cash distributions as may be declared and paid upon the Trust Stock, investments permitted under Section 2.06 hereof, as well as the proceeds of any sale or its designee shall have sole signature authority with respect thereto; (ii) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its designee, in accordance with paragraph (a) other disposition of the definition of “Delivery” and shall be heldTrust Stock, pending maturity or disposition, solely by for the Indenture Trustee or any such designee; (iii) any Trust Account Property that is an “uncertificated security” under Article 8 sole benefit 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 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 Trust Account Property as described in such paragraphTreasury. (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For the benefit of the Noteholders Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the 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 Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee and which may be a sub-account of the Collection Account. No checks shall be issued, printed or honored with respect to the Principal Distribution Account. (iii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation 10 Sale and Servicing Agreement clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account, the Reserve Account and the Reserve Principal Distribution Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Permitted Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided provided, that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Permitted Investments. All such Eligible Permitted Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts Collection Account and the Principal Distribution Account shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all All investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding the immediately following next Payment Date. No Eligible Permitted Investment shall be sold or otherwise disposed of prior to its scheduled maturity unless a default occurs with respect to such Eligible Permitted Investment and the Servicer directs the Indenture Trustee in writing to dispose of such Eligible Permitted Investment. (c) 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing 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) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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;; 11 Sale and Servicing Agreement (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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Principal Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For the benefit of the Noteholders in the name of the Indenture TrusteeBorrower hereby confirms that, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained simultaneously with the Indenture Trustee or its designee. No checks shall be issuedexecution of this Agreement, printed or honored with respect pursuant to the HSBC Account Control Agreement, it has established with HSBC Collection Account. (ii) For the benefit of the NoteholdersBank, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held Borrower for the benefit of Agent, as secured party, the Noteholders“HSBC Collection Account”, which Eligible Account shall be has been established by and maintained as an non-interest-bearing deposit account. In addition, Borrower hereby confirms that, simultaneously with the Indenture Trustee or its designee. No checks shall be issuedexecution of this Agreement, printed or honored with respect pursuant to the Reserve Account. (iii) For the benefit of the Residual InterestholdersJP Account Control Agreement, it has established with JP Collection Bank, in the name of Borrower for the Issuerbenefit of Agent, as secured party, the “JP Collection Account”, which has been established as a non-interest bearing deposit account. The HSBC Collection Account and the JP Collection Account and the funds deposited therein shall serve as additional security for the Loan. Pursuant to the HSBC Account Control Agreement, Borrower shall irrevocably instruct and authorize HSBC Collection Bank to disregard any and all orders for withdrawal from the HSBC Collection Account made by, or at the direction of, Borrower, Operating Company or Manager, if applicable, other than to transfer all amounts on deposit in the HSBC Collection Account on a daily basis (except upon (a) the occurrence and during the continuance of an Event of Default and/or (b) the occurrence of a Trigger Event and during the continuance of a Trigger Period) to the Borrower’s Account. Notwithstanding the foregoing, to the extent that Observatory Tenant has deposited any Rent payable under the Observatory Lease (excluding the Net Observatory Deck Revenue) for more than one (1) month in advance, that portion of such Rent which is payable with respect to future months shall be held in the HSBC Collection Account and shall be applied to shortfalls with respect to any Rents payable under the Observatory Lease (excluding the Net Observatory Deck Revenue) during future months (the “Advance Pay Rent”). Pursuant to the JP Account Control Agreement, Borrower shall irrevocably instruct and authorize JP Collection Bank to disregard any and all orders for withdrawal from the JP Collection Account made by, or at the direction of, Borrower, Observatory Tenant or Manager, if applicable, other than to transfer all amounts on deposit in the JP Collection Account on the last Business Day of each month (except upon (a) the occurrence and during the continuance of an Event of Default and/or (b) the occurrence of a Trigger Event and during the continuance of a Trigger Period) to an account specified by Observatory Tenant. Upon the occurrence of an Event of Default or Trigger Event and during the continuance of an Event of Default or Trigger Period, as applicable, each of HSBC Collection Bank and JP Collection Bank shall transfer all amounts on deposit in the HSBC Collection Account and the JP Collection Account to or as directed by Agent; provided, however, that upon the occurrence of a Trigger Event and during the continuance of a Trigger Period, the amounts on deposit in the HSBC Collection Account and the JP Collection Account shall be transferred and applied in the manner set forth in Section 6.5.6 hereof. Pursuant to the HSBC Account Control Agreement, provided no Event of Default or Trigger Period is continuing, HSBC Collection Bank shall transfer all collected and available funds on a daily basis, as determined by HSBC Collection Bank’s then current funds availability schedule, received in the HSBC Collection Account to the Borrower’s Account. Pursuant to the JP Account Control Agreement, provided no Event of Default or Trigger Period is continuing, JP Collection Bank shall transfer all collected and available funds on the last Business Day of each calendar month, as determined by JP Collection Bank’s then current funds availability schedule, received in the JP Collection Account to an account designated by Observatory Tenant. Borrower agrees that, prior to the payment in full of the Debt, the terms and conditions of the HSBC Account Control Agreement and JP Account Control Agreement shall not be amended or modified without the prior written consent of Agent (which consent Agent may grant or withhold in its reasonable discretion). In recognition of Agent’s and Lenders’ security interest in the funds deposited into the HSBC Collection Account and the JP Collection Account, Borrower shall identify the HSBC Collection Account and the JP Collection Account with the name of Agent, as secured party. Agent hereby agrees that, in connection with Agent’s determination that a Trigger Event exists, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent). Agent shall establish and hold the following accounts (each, an “Account” and, collectively, the “Accounts” and, together with the HSBC Collection Account and the JP Collection Account, the “Collateral Accounts”) with the Cash Management Bank, which shall each be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Agreement and the Cash Management Agreement: (a) an Account into which the HSBC Collection Bank and JP Collection Bank shall, if directed by Agent, upon the occurrence and during the continuance of an Event of Default and upon the occurrence of a Trigger Event and during the continuance of a Trigger Period, deposit all sums on deposit in the HSBC Collection Account and the JP Collection Account (the “Certificate Distribution Deposit Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account.); (b) Funds on deposit an Account for the retention of Account Collateral in respect of Debt Service payments due under the Collection Account and the Reserve Account Loan (collectively, the “Trust AccountsDebt Service Reserve Account”) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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.; (c) 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee an Account for the benefit retention of Account Collateral in respect of Taxes for the Noteholders. If, at any time, any Trust Account ceases to be an Eligible Property (the “Tax Reserve Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing to transfer any cash and/or any investments to such new Trust Account.”); (d) With an Account for the retention of Account Collateral in respect to of insurance premiums for the Trust Account Property, 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“Insurance Reserve Account”); (iie) any Trust an Account Property that constitutes Physical Property shall be delivered to for the Indenture Trustee or its designee, retention of Account Collateral in accordance with paragraph respect of Lease Termination Fees (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any such designeeLease Termination Fee Reserve Account”); (iiif) any Trust an Account Property that is an for the retention of Net Proceeds (the “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 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 thereofProceeds Reserve Account”); and (ivg) any Trust an 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 retention of such Trust Account Property as described in such paragraphExcess Cash Flow (the “Excess Cash Flow Account”). (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For for the benefit of the Noteholders Indenture Secured Parties in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the NoteholdersIndenture Secured Parties, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account.; (ii) For for the benefit of the NoteholdersIndenture Secured Parties, in the name of the Indenture Trustee, an Eligible Account (the “Note 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 or its designee; (iii) for the benefit of the Indenture Secured Parties, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the NoteholdersIndenture Secured Parties, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account.; (iiiiv) For for the benefit of the Residual InterestholdersIndenture Secured Parties, in the name of the IssuerIndenture Trustee, a non-interest bearing an Eligible Account (the “Certificate Distribution 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; (v) for the benefit of the Indenture Secured Parties, in the name of the Indenture Trustee, an Eligible Account (the “Capitalized Interest 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; and (vi) for the benefit of the Residual Interestholder, in the name of the Indenture Trustee, an Eligible Account (the “Residual Interest Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual InterestholdersInterestholder, which Eligible Account shall be established by and maintained with the Owner Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account, the Pre-Funding Account, the Reserve Account and the Reserve Capitalized Interest Account (collectively, the “Trust Accounts”) shall each be invested by the Indenture Trustee (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise), bearing interest or sold at a discount, and maturing, unless payable on demand, no later than the Business Day immediately preceding the next Payment Date; provided that provided, however, it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall not be liable for any loss arising from such investment in Eligible InvestmentsInvestments unless the Eligible Investment was a direct obligation of the Indenture Trustee or unless such loss was caused by the Indenture Trustee’s negligence or willful misconduct (it being understood and acknowledged that no loss on any such Eligible Investment which was made in conformity with this Agreement and the instructions of the Servicer shall be considered “caused by the Indenture Trustee’s negligence or willful misconduct”). All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that Indenture Trustee on behalf of the Noteholders [and the Insurer] as their interests may appear. Funds deposited in the Collection Account on the day immediately preceding a Payment Date upon the maturity of any Eligible Investments are not required to be invested overnight. On each Payment Date Date, all interest and investment income (net of investment losses and expenses) on funds on deposit in the Collection Account and the Pre-Funding Account, as of the end of the Collection Period shall be included in Available Funds; and all interest and other investment income (net of investment losses and investment expenses) on funds on deposit in the Trust Accounts Reserve Account shall be distributed deposited into the Reserve Account. If any Trust Account shall cease to be an Eligible Account, the Servicer, [with the consent of the Insurer so long as the Insurer is the Controlling Party,] within five (5) Business Days shall, cause such accounts to be moved to an institution so that such account meets the definition of Eligible Account. (c) If (i) the Servicer and shall not be available have failed to pay the distributions provided give investment directions for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of any funds on deposit in the Trust Accounts Collection Account, the Pre-Funding Account or the Reserve Account to the Indenture Trustee by 2:00 p.m. Eastern Time (or such other time as may be agreed by the Issuer and Indenture Trustee) on any Business Day, (ii) a Default or Event of Default shall mature so that such funds will have occurred and be available on the Business Day immediately preceding the immediately following Payment Date. No Eligible Investment shall be sold or otherwise disposed of prior to its scheduled maturity unless a default occurs continuing with respect to the Notes but the Notes shall not have been declared due and payable or (iii) if the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied as if there had not been such Eligible Investment and the Servicer directs a declaration; then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in writing to dispose the Collection Account, the Pre-Funding Account or the Reserve Account, as the case may be, in Eligible Investments described in clause (vi) of such Eligible Investmentthe definition thereof. (ci) The Subject to the grant of the security interest pursuant to the Indenture Trustee in favor of the Indenture Trustee, the Issuer 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 and all such funds, investments investments, proceeds and proceeds income shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account Secured Parties as an Eligible Account and shall direct the Indenture Trustee in writing to transfer any cash and/or any investments to such new Trust Accounttheir interests may appear. (dii) With respect to the any Eligible Investments held from time to time in any Trust Account PropertyAccount, the parties hereto agree Indenture Trustee agrees that: (iA) any Trust Account Property Eligible Investment that consists of uninvested funds is held in deposit accounts shall be held solely in Eligible Accounts andbe, 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, and the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (iiB) any Trust Account Property Eligible Investment that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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” securities intermediary (as such term is defined in Federal Reserve Bank Operating Circular No. 7Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee; (C) any Eligible Investment that is a book-entry security 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 designeeTrustee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property Eligible Investment as described in such paragraph; and (D) any Eligible Investment that 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. (e) Except The Servicer shall have the power, revocable by [the Insurer (so long as the Insurer is the Controlling Party and prior to the Termination Date), or by] the Indenture Trustee, or the Owner Trustee, each with the prior written consent of [the Insurer (so long as the Insurer is the Controlling Party and prior to the Termination Date) and] the Indenture Trustee (after the Termination Date), to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the Collection Account, purpose of permitting the Reserve Account Servicer and the Certificate Distribution Account, there are no accounts required Indenture Trustee to be maintained under the Transaction Documentscarry out its respective duties hereunder.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For Servicer, for the benefit of the Noteholders and the Certificateholders, shall cause the Indenture Trustee to establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by Noteholders and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection AccountCertificateholders. (iib) For The Issuer, for the benefit of the Noteholders, shall cause the Indenture Trustee to establish with and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. The Issuer shall also cause to be established two administrative subaccounts within the Note Distribution Account at the Eligible Institution then maintaining the Note Distribution Account, which subaccounts shall be designated the “Interest Distribution Account” and the “Principal Distribution Account”, respectively. The Interest Distribution Account and the Principal Distribution Account are established and maintained solely for administrative purposes. (c) The Issuer, for the benefit of the Noteholders, shall cause the Indenture Trustee to establish with and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (bd) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which Servicer; provided, however, that if (i) the Servicer provides notification (pursuant shall have failed to standing instructions give investment directions for any funds on deposit in the Reserve Account or otherwise); provided that it is understood and agreed that neither the Servicer, Collection Account to the Indenture Trustee by 11:00 a.m., New York City time (subject or such other time as may be agreed by the Administrator and the Indenture Trustee), on any Business Day or (ii) a Default or Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 6.1(c) 5.02 of the IndentureIndenture or (iii) nor if the Issuer Notes shall have been declared due and payable following an Event of Default and 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 investments that are Eligible Investments in accordance with the standing instructions most recently given in writing by the Servicer. Funds on deposit in the Note Distribution Account may be liable for any loss arising from such investment invested in investments that are Eligible InvestmentsInvestments or otherwise remain uninvested. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the NoteholdersNoteholders or the Certificateholders, as applicable; provided, that for each Collection Period such amount shall be calculated on the Determination Date. On each Payment Date all interest and other investment income (net of losses and investment expensesNet Investment Losses) on funds on deposit in the (i) Note Distribution Account for the related Collection Period shall be paid to the Indenture Trustee as compensation for its services; (ii) Collection Account for the related Collection Period will be released to the Depositor; and (iii) Reserve Account for the related Collection Period will be released to the Depositor, upon the direction of the Servicer, to the extent that funds on deposit in the Reserve Account on such Payment Date, after giving effect to all withdrawals therefrom on such Payment Date, exceed the Reserve Account Required Amount. Other than as permitted in writing by the Rating Agencies with respect to the Reserve Account, funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall invested in Eligible Investments that will mature not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on later than the Business Day immediately preceding the immediately following next Payment Date. No Funds deposited in a Trust Account on a day that immediately precedes a Payment Date upon the maturity of any Eligible Investment shall Investments are not required to 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 Investmentinvested overnight. (ce) In the event that there are Net Investment Losses in Eligible Investments chosen by the Servicer, the Servicer shall deposit into the Collection Account, no later than one Business Day prior to the Payment Date, the amount of the Net Investment Losses. 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 Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as Indenture Trustee, in accordance with their terms. (i) The Trust 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, investments investment property, proceeds and proceeds income shall be part of the Trust Estate. Except , except as otherwise provided set forth herein, the . The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the NoteholdersNoteholders and the Certificateholders, as applicable. If, at any time, any Trust Account ceases to be an Eligible Deposit Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with or the Indenture TrusteeServicer on its behalf) in writing and shall within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) after becoming aware of the fact, establish a new Trust Account as an Eligible Deposit Account and shall direct the Indenture Trustee in writing to transfer any cash and/or or any investments from the account that is no longer an Eligible Deposit Account to such the new Trust Account. (dii) With respect to the Trust Account Property, the parties hereto agree Indenture Trustee agrees, by its acceptance hereof, that: (iA) any Trust Account Property that consists of uninvested funds is held in deposit accounts shall be held solely in the Eligible Accounts andDeposit Accounts, except as otherwise provided herein, subject to the last sentence of Section 5.01(f)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Transaction Documents, and the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (iiB) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its designee, in accordance with paragraph (a) of the definition herein of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any a securities intermediary (as such designeeterm is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee; (iiiC) 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 herein of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; (D) any Trust Account Property that is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (ivC) below above shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c) of the definition herein of “Delivery” and shall be maintained by the Indenture Trustee or such designeeTrustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its designeenominee’s) ownership of such security on the books of the issuer thereofsecurity; and (ivE) any Trust Account Property that is an uncertificated a 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 entitlement shall be delivered in accordance with paragraph (bd) of the definition herein of “Delivery” and shall be maintained held pending maturity or disposition 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 Trust Account Property as described in such paragraphTrustee. (eiii) Except for The Servicer shall have the Collection Accountpower, revocable by the Reserve Account 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 Trust Accounts and the Certificate Distribution Account, there are no accounts required to be maintained under Account for the Transaction Documentspurpose of withdrawing any amounts deposited in error into such accounts.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For The Servicer, for the benefit of the Noteholders Financial Parties, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account known as the Ally Auto Receivables Trust 2017-5 Collection Account (the “Collection Account”), bearing a an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Financial Parties. (ii) The Servicer, for the benefit of the Noteholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account known as the Ally Auto Receivables Trust 2017-5 Note Distribution Account (the “Note Distribution Account”), bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account . (i) Each of the Designated Accounts shall be initially established by and maintained with the Indenture Trustee or its designeeas the Account Holder. No checks Funds deposited in each of the Designated Accounts (including amounts, if any, which the Servicer is required to remit daily to the Collection Account pursuant to Section 5.02) shall be issuedinvested in the Investment Fund. Such investments shall, printed in each case, mature or, if such Eligible Investment does not mature, be liquidated as set forth in the definition of “Eligible Investments”; provided that neither the Servicer nor the Indenture Trustee shall have the power or honored right to change or alter the particular Eligible Investments identified in the definition of “Investment Fund” with respect to which such funds are invested; and provided further that the Collection AccountServicer shall provide written notice to the Indenture Trustee, promptly upon any investment in each of the Designated Accounts ceasing to be an Eligible 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 Eligible Investment set forth in the definition of “Investment Fund. ” The Servicer shall have no power or right whatsoever to change or alter any of the initial specifications set forth in the definition of “Investment Fund”; provided that if the short-term debt obligations of such Account Holder cease to have the Required Deposit Rating (except that any Designated Account shall be maintained with an Account Holder even if the short-term debt obligations of such Account Holder do not have the Required Deposit Rating, if such Account Holder maintains such Designated Account in its corporate trust department) (such occurrence, a “Ratings Status Event”), (i) the Servicer shall provide written notice within thirty (30) days of knowledge of such Rating Status Event to the Indenture Trustee or other Account Holder and the Rating Agencies and shall include the proposed Account Holder information in such notice; (ii) For the benefit Servicer shall open any necessary accounts at such proposed Account Holder within sixty (60) days of knowledge of such Ratings Status Event; and (iii) the NoteholdersServicer shall provide written notice to the Indenture Trustee or other Account Holder instructing the Account Holder to transfer the Designated Accounts to another Account Holder that is an Eligible Institution; and provided further that should the Account Holder inform the Servicer or Indenture Trustee that no further investments may be made with respect to a specific Eligible Investment, then any additional funds shall be invested by that same Account Holder in an Eligible Investment in accordance with the definition of “Investment Fund.” Investments in Eligible Investments shall be made in the name of the Indenture Trustee or its nominee, and such investments shall not be sold or disposed of prior to their maturity, notwithstanding anything to the contrary provided in this Agreement. Investment Earnings on funds deposited in the Designated Accounts shall be payable to the Servicer. Each Account Holder holding a Designated Account as provided in this Section 5.01(b)(i), shall be a “Securities Intermediary.” If a Securities Intermediary shall be a Person other than the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that Servicer shall obtain the funds deposited therein are held for express agreement of such Person to the benefit obligations of the NoteholdersSecurities Intermediary set forth in this Section 5.01 and an Opinion of Counsel that such Person can perform such obligations. (ii) With respect to the Designated Account Property, the Account Holder agrees, by its acceptance hereof, that: (A) Any Designated Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts. The Designated Accounts are accounts to which Eligible Financial Assets will be credited. (B) All securities or other property underlying any Financial Assets credited to the Designated Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Designated Accounts be registered in the name of the Issuing Entity, the Servicer or the Depositor, payable to the order of the Issuing Entity, the Servicer or the Depositor or specially indorsed to the Issuing Entity, the Servicer or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (C) All property delivered to the Securities Intermediary pursuant to this Agreement will be credited upon receipt of such property to the appropriate Designated Account. (D) Each item of property (whether investments, investment property, Financial Assets, securities, instruments or cash) credited to a Designated Account shall be established by and maintained with treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (E) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or its designee. No checks redemption of any Financial Asset relating to the Designated Accounts, the Securities Intermediary shall comply with such order without further consent by the Issuing Entity, the Servicer, the Depositor or any other Person. (F) The Designated Accounts shall be issuedgoverned by the laws of the State of New York, printed or honored regardless of any provision in any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Designated Accounts (as well as the Security Entitlements related thereto) shall be governed by the laws of the State of New York. (G) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with respect any other Person relating to the Reserve AccountDesignated Accounts or any Financial Assets or other property credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Issuing Entity, the Depositor, the Servicer, the Account Holder or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(b)(ii)(E) hereof. (H) Except for the claims and interest of the Indenture Trustee in the Designated Accounts, the Securities Intermediary has no actual knowledge of claims to, or interests in, the Designated Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Designated Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer and the Issuing Entity thereof. (I) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Designated Accounts and any Designated Account Property simultaneously to each of the Servicer and the Indenture Trustee, at the addresses set forth in Appendix B to this Agreement. (J) The Account Holder shall maintain each item of Designated Account Property in the particular Designated Account to which such item originated and shall not commingle items from different Designated Accounts. (iii) For The Servicer shall have the benefit of the Residual Interestholderspower, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) shall be invested revocable by the Indenture Trustee in Eligible Investments selected in writing (or by the Servicer and Owner Trustee with the consent of which the Servicer provides notification (pursuant Indenture Trustee) to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, instruct the Indenture Trustee (subject to Section 6.1(c) make withdrawals and payments from the Designated Accounts for the purpose of permitting the Indenture) nor Servicer or the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by Owner Trustee to carry out its respective duties hereunder or on behalf of permitting the Indenture Trustee as secured party for to carry out its duties under the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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 InvestmentIndenture. (civ) The Indenture Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Trust Designated Accounts and in all proceeds thereof and all such funds, investments and proceeds shall be part of the Trust Estate(except Investment Earnings). Except as otherwise provided hereinherein or in the Indenture, the Trust Designated Accounts shall be under the sole exclusive dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at Securityholders and the Indenture Trustee shall have sole signature power and authority with respect thereto. (v) The Servicer shall not direct the Account Holder to make any time, investment of any Trust Account ceases funds or to sell any investment held in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be an Eligible Accountperfected 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 Account Holder to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall promptly notify deliver to the Indenture Trustee (unless such Trust Account is an account with Opinion of Counsel, acceptable to the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect , to such longer periodeffect. (c) after becoming aware Notwithstanding anything to the contrary in this Agreement, neither the Servicer nor any agent of the factServicer shall be authorized or empowered to acquire any other investments or engage in activities other than specifically provided herein, establish and, in particular, neither the Servicer nor any agent of the Servicer shall be authorized or empowered to do anything that would cause the Issuing Entity to fail to qualify as a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing to transfer any cash and/or any investments to such new Trust Accountgrantor trust for United States federal income tax purposes. (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 The Indenture Trustee, and, except as otherwise provided in the Transaction DocumentsOwner Trustee, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection AccountIntermediary, the Reserve Account Holder and the Certificate Distribution Accounteach other Eligible Institution with whom a Designated Account is maintained waives any right of set-off, there are no accounts required counterclaim, security interest or bankers’ lien to which it might otherwise be maintained under the Transaction Documentsentitled.

Establishment of Accounts. (a) Concurrently with the execution of this Agreement, the Custodian shall establish and maintain with the Custodian's corporate trust department the Custodial Account for the purpose of collecting directly from each Lessee all payments due under the Business Leases. The Servicer Custodial Account shall cause to be established: (i) For the benefit of the Noteholders in the name of the Indenture TrusteeCustodian, an Eligible Account (as agent of the “Collection Account”)Lender and the Borrower, bearing a designation clearly indicating that the funds deposited therein are held for the use and benefit of the NoteholdersLender and the Borrower, which Eligible Account as their interests may appear. The Lender and the Borrower acknowledge and agree that only the Custodian and/or the employees, designated representatives and agents of the Custodian (the "REPRESENTATIVES") shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect have access to the Collection Custodial Account. (ii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect hereby grant to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by Custodian and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect Representatives exclusive and unrestricted access to the Certificate Distribution Custodial Account. (b) Funds on deposit in Concurrently with the Collection execution of this Agreement, the Custodian shall also establish and maintain with the Custodian's corporate trust department the Property Tax Reserve Account and the Loss Reserve Account (collectivelyAccount. On each Disbursement Date, the “Trust Accounts”) Custodian shall be invested by make deposits and disbursements to and from the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicerforegoing accounts, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for described in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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 Investment3.5(a). (c) The Indenture Trustee Custodian shall possess all right, title and interest in all funds on deposit from time to time hold amounts deposited in the Trust Accounts in trust for Lender and in all proceeds thereof the Borrower, as their interests may appear, and all shall not commingle such funds, investments and proceeds shall be part amounts either between Accounts or with any other amounts held by the Custodian on behalf of the Trust Estate. Except as otherwise provided hereinLender, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business Days (Borrower or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing to transfer any cash and/or any investments to such new Trust Accountother Person. (d) With respect The Custodian shall invest amounts held in the Accounts in Permitted Investments, at the written direction of [the Lender]. All earnings on Permitted Investments shall be credited 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) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraphrelated Account. (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For The Servicer, for the benefit of the Noteholders Financial Parties, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account known as the Capital Auto Receivables Asset Trust 2016-2 Collection Account (the “Collection Account”), bearing a an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Financial Parties. (ii) The Servicer, for the benefit of the Noteholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account known as the Capital Auto Receivables Asset Trust 2016-2 Note Distribution Account (the “Note Distribution Account”), bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account . (i) Each of the Designated Accounts shall be initially established by and maintained with the Indenture Trustee or its designeeas the Account Holder. No checks Funds deposited in each of the Designated Accounts (including amounts, if any, which the Servicer is required to remit daily to the Collection Account pursuant to Section 5.02) shall be issuedinvested in (a) Investment Fund A from the period beginning with (and including) the second Business Day of each calendar month and ending with (and including) the fourth Business Day prior to the last Business Day of each calendar month and (b) Investment Fund B from the period beginning with (and including) the third Business Day prior to the last Business Day of each calendar month and ending with (and including) the first business day of the succeeding calendar month. Such investments shall, printed in each case, mature or, if such Eligible Investment does not mature, be liquidated as set forth in the definition of “Eligible Investments”; provided that neither the Servicer nor the Indenture Trustee shall have the power or honored right to change or alter the particular Eligible Investments identified in the definitions of “Investment Fund A” or “Investment Fund B” with respect to which such funds are invested; and provided further that the Collection Account. (ii) For Servicer shall provide written notice to the benefit Indenture Trustee, promptly upon any investment in each of the NoteholdersDesignated Accounts ceasing to be an Eligible 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 Eligible Investment set forth in the respective definitions of “Investment Fund A” or “Investment Fund B.” The Servicer shall have no power or right whatsoever to change or alter any of the initial specifications set forth in the definitions of “Investment Fund A” or “Investment Fund B”; provided that if the short-term debt obligations of such Account Holder cease to have the Required Deposit Rating (except that any Designated Account shall be maintained with an Account Holder even if the short-term debt obligations of such Account Holder do not have the Required Deposit Rating, if such Account Holder maintains such Designated Account in its corporate trust department), the Servicer shall then provide written notice to the Indenture Trustee or other Account Holder instructing the Account Holder to transfer the Designated Accounts to another Account Holder that is an Eligible Institution; and provided further that should the Account Holder inform the Servicer or Indenture Trustee that no further investments may be made with respect to a specific Eligible Investment, then any additional funds shall be invested by that same Account Holder in an Eligible Investment in accordance with the definitions of “Investment Fund A” and “Investment Fund B.” Investments in Eligible Investments shall be made in the name of the Indenture Trustee or its nominee, and such investments shall not be sold or disposed of prior to their maturity, notwithstanding anything to the contrary provided in this Agreement. Investment Earnings on funds deposited in the Designated Accounts shall be payable to the Servicer. Each Account Holder holding a Designated Account as provided in this Section 5.01(b)(i), shall be a “Securities Intermediary.” If a Securities Intermediary shall be a Person other than the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that Servicer shall obtain the funds deposited therein are held for express agreement of such Person to the benefit obligations of the NoteholdersSecurities Intermediary set forth in this Section 5.01 and an Opinion of Counsel that such Person can perform such obligations. (ii) With respect to the Designated Account Property, the Account Holder agrees, by its acceptance hereof, that: (A) Any Designated Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts. The Designated Accounts are accounts to which Eligible Financial Assets will be credited. (B) All securities or other property underlying any Financial Assets credited to the Designated Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Designated Accounts be registered in the name of the Issuing Entity, the Servicer or the Depositor, payable to the order of the Issuing Entity, the Servicer or the Depositor or specially indorsed to the Issuing Entity, the Servicer or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (C) All property delivered to the Securities Intermediary pursuant to this Agreement will be credited upon receipt of such property to the appropriate Designated Account. (D) Each item of property (whether investments, investment property, Financial Assets, securities, instruments or cash) credited to a Designated Account shall be established by and maintained with treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (E) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or its designee. No checks redemption of any Financial Asset relating to the Designated Accounts, the Securities Intermediary shall comply with such order without further consent by the Issuing Entity, the Servicer, the Depositor or any other Person. (F) The Designated Accounts shall be issuedgoverned by the laws of the State of New York, printed or honored regardless of any provision in any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Designated Accounts (as well as the Security Entitlements related thereto) shall be governed by the laws of the State of New York. (G) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with respect any other Person relating to the Reserve AccountDesignated Accounts or any Financial Assets or other property credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Issuing Entity, the Depositor, the Servicer, the Account Holder or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(b)(ii)(E) hereof. (H) Except for the claims and interest of the Indenture Trustee in the Designated Accounts, the Securities Intermediary has no actual knowledge of claims to, or interests in, the Designated Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Designated Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer and the Issuing Entity thereof. (I) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Designated Accounts and any Designated Account Property simultaneously to each of the Servicer and the Indenture Trustee, at the addresses set forth in Appendix B to this Agreement. (J) The Account Holder shall maintain each item of Designated Account Property in the particular Designated Account to which such item originated and shall not commingle items from different Designated Accounts. (iii) For The Servicer shall have the benefit of the Residual Interestholderspower, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) shall be invested revocable by the Indenture Trustee in Eligible Investments selected in writing (or by the Servicer and Owner Trustee with the consent of which the Servicer provides notification (pursuant Indenture Trustee) to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, instruct the Indenture Trustee (subject to Section 6.1(c) make withdrawals and payments from the Designated Accounts for the purpose of permitting the Indenture) nor Servicer or the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by Owner Trustee to carry out its respective duties hereunder or on behalf of permitting the Indenture Trustee as secured party for to carry out its duties under the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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 InvestmentIndenture. (civ) The Indenture Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Trust Designated Accounts and in all proceeds thereof and all such funds, investments and proceeds shall be part of the Trust Estate(except Investment Earnings). Except as otherwise provided hereinherein or in the Indenture, the Trust Designated Accounts shall be under the sole exclusive dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at Securityholders and the Indenture Trustee shall have sole signature power and authority with respect thereto. (v) The Servicer shall not direct the Account Holder to make any time, investment of any Trust Account ceases funds or to sell any investment held in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be an Eligible Accountperfected 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 Account Holder to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall promptly notify deliver to the Indenture Trustee (unless such Trust Account is an account with Opinion of Counsel, acceptable to the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect , to such longer periodeffect. (c) after becoming aware Notwithstanding anything to the contrary in this Agreement, neither the Servicer nor any agent of the factServicer shall be authorized or empowered to acquire any other investments or engage in activities other than specifically provided herein, establish and, in particular, neither the Servicer nor any agent of the Servicer shall be authorized or empowered to do anything that would cause the Issuing Entity to fail to qualify as a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing to transfer any cash and/or any investments to such new Trust Accountgrantor trust for United States federal income tax purposes. (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 The Indenture Trustee, and, except as otherwise provided in the Transaction DocumentsOwner Trustee, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection AccountIntermediary, the Reserve Account Holder and the Certificate Distribution Accounteach other Eligible Institution with whom a Designated Account is maintained waives any right of set-off, there are no accounts required counterclaim, security interest or bankers’ lien to which it might otherwise be maintained under the Transaction Documentsentitled.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For the benefit of the Noteholders Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the 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 Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee and which may be a sub-account of the Collection Account. No checks shall be issued, printed or honored with respect to the Principal Distribution Account. (iii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account, the Reserve Account and the Reserve Principal Distribution Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Permitted Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided provided, that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Permitted Investments. All such Eligible Permitted Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts Collection Account and the Principal Distribution Account shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all All investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding the immediately following next Payment Date. No Eligible Permitted Investment shall be sold or otherwise disposed of prior to its scheduled maturity unless a default occurs with respect to such Eligible Permitted Investment and the Servicer directs the Indenture Trustee in writing to dispose of such Eligible Permitted Investment. (c) 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing 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) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Principal Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For the benefit Servicer, on behalf of the Noteholders Owner Trustee and the Indenture Trustee, shall establish the Collection Account in the name of the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating and the Indenture Trustee satisfies clause (a)(ii) of the definition of Eligible Deposit Account or (ii) the 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 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), (iv) or (vi) of the definition of Eligible Investments. 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, 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 “Collection Account”)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 Noteholders, which Eligible Account shall be established by and maintained with the Securityholders. The Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds transfer all amounts remaining on deposit in the Collection Account and on the Reserve Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of Distribution Date on which the Servicer provides notification Notes of all Classes have been paid in full (pursuant to standing instructions or otherwise); provided that it when substantially all of the Trust Estate is understood and agreed that neither otherwise released from the Servicer, the Indenture Trustee (subject to Section 6.1(c) lien of the Indenture) nor to another Eligible Deposit Account established pursuant to the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party Trust Agreement for the benefit of the Noteholders; providedCertificateholders (the “Trust Collection Account”), that on each Payment Date and take all necessary or appropriate actions to transfer all of its right, title and interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed Collection Account, all funds or investments held therein and all proceeds thereof, whether or not on behalf of the Securityholders, to the Servicer and shall not be available to pay Owner Trustee for the distributions provided for in Section 4.4. Except benefit of the Certificateholders, subject to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit limitations set forth in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding the immediately following Payment Date. No Eligible Investment shall be sold or otherwise disposed of prior to its scheduled maturity unless a default occurs Indenture with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Eligible Investment and Distribution Date. After the Servicer directs transfer to the Indenture Trustee Trust Collection Account described in writing the immediately preceding sentence, references in this Agreement to dispose of such Eligible Investment“Collection Account” shall be deemed to be references to the “Trust Collection Account.” (cd) The With respect to the Collection Account 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 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 Trust Accounts Servicer or the Seller, as the case may be), and in all proceeds thereof and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the NoteholdersNoteholders and the Certificateholders, as the case may be, as set forth in the Indenture. IfThe parties hereto agree that the Issuer, the 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, any Trust Account ceases to be an Eligible Account, . The parties hereto agree that the Servicer shall promptly notify have the power, revocable by the Indenture Trustee (unless such Trust Account is an account or by the Owner Trustee with the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing 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 consent of the Indenture Trustee, and, except as otherwise provided in the Transaction Documents, to instruct the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Trust to make withdrawals and payments from the Collection Account Property that constitutes Physical Property shall be delivered to for the purpose of permitting the Servicer, Indenture Trustee or the Owner Trustee to carry out its designeerespective duties hereunder or under the Indenture or the Trust Agreement, in accordance with paragraph (a) of as the definition of “Delivery” and case may be. Notwithstanding the foregoing, the Servicer shall be heldentitled to withhold, pending maturity or dispositionto be reimbursed from amounts otherwise payable into or on deposit in the Collection Account, solely by as the Indenture Trustee case may be, amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits 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 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 Trust Account Property as described in such paragraphposting. (e) Except for No checks shall be issued, printed, or honored with respect to the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to be maintained under or the Transaction DocumentsTrust Collection Account.

Establishment of Accounts. (a) The Servicer Borrower shall, or shall cause Operating Tenant to, simultaneously herewith, (i) establish, and hereby covenants to maintain, an account (the “Property Account”) with Property Account Bank into which Borrower shall deposit, or cause to be established: deposited, all Gross Income from Operations and forfeited security deposits, (iii) For execute an agreement with Operating Tenant and the benefit Property Account Bank providing for the control of the Noteholders Property Account by Borrower substantially in the name form of the Indenture Trustee, an Eligible Account Exhibit A attached herewith (the “Collection AccountPre-Termination Property Account Agreement”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by ) and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For Borrower shall assign to, and grant a security interest in favor of, Lender in Borrower’s security interest in each Property Account. So long as no default exists under the benefit Operating Lease beyond the expiration of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by any applicable notice and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account and the Reserve Account (collectivelycure periods, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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. (c) 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Property Accounts shall be under the sole dominion and control of the Indenture Trustee Operating Tenant which shall use the sums in such Property Accounts in accordance with the provisions of the Operating Lease and the Management Agreement. (b) In the event that an Operating Lease is terminated for any reason whatsoever and not simultaneously replaced with a Replacement Operating Lease in accordance with Section 5.1.24 hereof (a “Termination Event”), Borrower shall promptly establish and maintain an account for the benefit receipt of the Noteholdersall Gross Income from Operations (each, a “Post-Termination Property Account”). If, at any time, any Trust Each Post-Termination Property Account ceases to shall be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with the Indenture TrusteeProperty Account Bank in the name of Lender as secured party and Borrower shall enter into a property account agreement substantially in the form of the Pre-Termination Property Account Agreement (the “Post-Termination Property Account Agreement”) in writing between Borrower, Lender and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied Property Account Bank with respect to such longer periodthe Post-Termination Property Account. Borrower hereby covenants and agrees that it shall upon the occurrence of a Termination Event, (i) after becoming aware issue direction letters to all credit card companies and other accounts receivable counterparties to make all payments directly to the Lockbox Account, (ii) direct the Manager to immediately transfer to the Post-Termination Property Account any funds received by Manager in respect of the factProperty, establish a new Trust (iii) immediately transfer to the Post-Termination Property Account as an Eligible any funds received by Borrower in respect of the Property, (iv) direct the Property Account Bank to immediately transfer all funds in the Property Account to the Post-Termination Property Account and shall direct (v) on the Indenture Trustee last Business Day of each month, transfer all funds on deposit in writing the Post-Termination Property Accounts to transfer any cash and/or any investments to such new Trust the Lockbox Account. (dc) With respect Borrower or Lender shall, simultaneously herewith, (i) establish accounts with the Lockbox Bank (the “Lockbox Account”), into which Borrower shall deposit or cause to be deposited all sums on deposit in the Trust Property Account Propertyor any Post-Termination Property Account, in accordance with Section 3.2(b) and Section 3.6 hereof, and (ii) execute an agreement with the parties hereto agree thatLockbox Bank providing for the control of the Lockbox Account by Lender and establishing the following Accounts (which may be book entry sub-accounts) into which amounts in the Property Account or Gross Income from Operations and forfeited security deposits, as applicable, shall be deposited or allocated: (i) any Trust Account Property that consists of uninvested funds An account with Lockbox Bank into which Borrower shall deposit, or cause to 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 Documentsdeposited, the Indenture Trustee or its designee shall have sole signature authority with respect theretoMonthly Tax Deposit (the “Tax Account”); (ii) any Trust Account Property that constitutes Physical Property An account with Lockbox Bank into which Borrower shall deposit, or cause to be delivered to deposited, the Indenture Trustee or its designee, in accordance with paragraph Monthly Insurance Premium Deposit (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any such designeeInsurance Premium Account”); (iii) any Trust Account Property that is an An account with Lockbox Bank into which Borrower shall deposit, or cause to be deposited, the Monthly Debt Service Payment Amount (the “uncertificated security” under Article 8 of the UCC and that is not governed by clause Debt Service Account”); (iv) below An account with Lockbox Bank into which Borrower shall deposit, or cause to be delivered deposited, the Replacement Reserve Monthly Deposit (the “Replacement Reserve Account”); (v) An account with Lockbox Bank into which Borrower shall deposit, or cause to be deposited, the Indenture Trustee or its designee in accordance with paragraph Required Repair Fund (cthe “Required Repair Account”); (vi) 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 [Intentionally Deleted]; (or its designee’svii) ownership of such security on the books of the issuer thereof[Intentionally Deleted]; (viii) [Intentionally Deleted]; (ix) [Intentionally Deleted]; and (ivx) any Trust An Account Property that is an uncertificated security that is with Lockbox Bank into which, following the occurrence of 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 Termination Event, Borrower shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Trustee deposit, 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 Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required cause to be maintained under deposited, Approved Expenses (the Transaction Documents“Borrower Expense Account”).

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For Servicer, for the benefit of the Noteholders and the Certificateholders, shall cause the Securities Intermediary to establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the NoteholdersNoteholders and the Certificateholders. If at any time the institution maintaining the Collection Account ceases to be an Eligible Institution or an Eligible Trust Account Institution, which Eligible Account shall be established by and maintained with the Indenture Trustee will, or its designee. No checks shall be issuedwill cooperate with the Servicer to, printed or honored with respect to as applicable, cause the Collection AccountAccount to be moved to an Eligible Institution or Eligible Trust Account Institution within thirty (30) days (or such longer period in respect of which the Rating Agency Condition shall have been satisfied). (iib) For The Issuer, for the benefit of the Noteholders, shall cause the Securities Intermediary to establish with and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. The Issuer shall also cause to be established two administrative subaccounts within the Note Distribution Account at the Eligible Institution or Eligible Trust Account Institution, as applicable, then maintaining the Note Distribution Account, which subaccounts shall be designated the “Interest Distribution Account” and the “Principal Distribution Account”, respectively. The Interest Distribution Account and the Principal Distribution Account are established and maintained solely for administrative purposes. If at any time the institution maintaining the Note Distribution Account or the related subaccounts ceases to be an Eligible Institution or an Eligible Trust Account Institution, the Indenture Trustee will, or will cooperate with the Servicer (on behalf of the Issuer) to, as applicable, cause the Note Distribution Account and the related subaccounts to be moved to an Eligible Institution or Eligible Trust Account Institution within thirty (30) days (or such longer period in respect of which the Rating Agency Condition shall have been satisfied). (c) The Issuer, for the benefit of the Noteholders, shall cause the Securities Intermediary to establish with and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the NoteholdersNoteholders and the Certificateholders. If at any time the institution maintaining the Reserve Account ceases to be an Eligible Institution or an Eligible Trust Account Institution, which Eligible Account shall be established by and maintained with the Indenture Trustee will, or its designee. No checks shall be issuedwill cooperate with the Servicer (on behalf of the Issuer) to, printed or honored with respect to as applicable, cause the Reserve AccountAccount to be moved to an Eligible Institution or Eligible Trust Account Institution within thirty (30) days (or such longer period in respect of which the Rating Agency Condition shall have been satisfied). (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (bd) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which Servicer; provided, however, that if (i) the Servicer provides notification (pursuant shall have failed to standing instructions give investment directions for any funds on deposit in the Reserve Account or otherwise); provided that it is understood and agreed that neither the Servicer, Collection Account to the Indenture Trustee by 11:00 a.m., New York City time (subject or such other time as may be agreed by the Administrator and the Indenture Trustee), on any Business Day or (ii) a Default or Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 6.1(c) 5.02 of the IndentureIndenture or (iii) nor if the Issuer Notes shall be liable for any loss arising have been declared due and payable following an Event of Default and 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 investment a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in investments that are Eligible InvestmentsInvestments in accordance with the standing instructions most recently given in writing by the Servicer. Funds on deposit in the Note Distribution Account shall remain uninvested. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the NoteholdersNoteholders or the Certificateholders, as applicable; provided, that for each Collection Period such amount shall be calculated on the Determination Date. On each Payment Date all interest and other investment income (net of losses and investment expensesNet Investment Losses) on funds on deposit in the Trust Accounts shall (i) Collection Account for the related Collection Period will be distributed released to the Servicer Depositor; and shall not (ii) Reserve Account for the related Collection Period will be available released to pay the distributions provided for in Section 4.4. Except Depositor, upon the direction of the Servicer, to the extent the Rating Agency Condition is satisfied, all investments of that funds on deposit in the Trust Accounts Reserve Account on such Payment Date, after giving effect to all withdrawals therefrom on such Payment Date, exceed the Specified Reserve Account Balance. Other than as permitted in writing by the Rating Agencies with respect to the Reserve Account, funds on deposit in the Collection Account and the Reserve Account shall be invested in Eligible Investments that will mature so that such funds will be available on not later than the Business Day immediately preceding the immediately following next 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 Funds deposited in the Collection Account and the Servicer directs Reserve Account on a day that immediately precedes a Payment Date upon the Indenture Trustee in writing maturity of any Eligible Investments are not required to dispose of such Eligible Investmentbe invested overnight. (ce) In the event that there are Net Investment Losses in Eligible Investments chosen by the Servicer, the Servicer shall deposit into the Collection Account, no later than one (1) Business Day prior to the Payment Date, the amount of the Net Investment Losses. 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 Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as Indenture Trustee, in accordance with their terms. (i) The Trust 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, investments investment property, proceeds and proceeds income shall be part of the Trust Estate. Except , except as otherwise provided set forth herein, the . The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the NoteholdersNoteholders and the Certificateholders, as applicable. If, at any time, any Trust Account ceases to be an Eligible Deposit Account, the Securities Intermediary (or the Servicer on its behalf) shall promptly notify the Indenture Trustee within ten (unless such Trust Account is an account with the Indenture Trustee10) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period, not to exceed thirty (30) after becoming aware of the factcalendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall direct the Indenture Trustee in writing to transfer any cash and/or or any investments from the account that is no longer an Eligible Deposit Account to such the new Trust Account. (dii) With respect to the Trust Account Property, the parties hereto agree Indenture Trustee agrees, by its acceptance hereof, that: (iA) any Trust Account Property that consists of uninvested funds is held in deposit accounts shall be held solely in the Eligible Accounts andDeposit Accounts, except as otherwise provided herein, subject to the last sentence of Section 5.01(f)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Transaction Documents, and the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (iiB) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its designee, in accordance with paragraph (a) of the definition herein of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any a securities intermediary (as such designeeterm is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee; (iiiC) 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 herein of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; (D) any Trust Account Property that is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (ivC) below above shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c) of the definition herein of “Delivery” and shall be maintained by the Indenture Trustee or such designeeTrustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its designeenominee’s) ownership of such security on the books of the issuer thereofsecurity; and (ivE) any Trust Account Property that is an uncertificated a 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 entitlement shall be delivered in accordance with paragraph (bd) of the definition herein of “Delivery” and shall be maintained held pending maturity or disposition by the Indenture Trustee or its designee or a securities intermediary acting solely for the Indenture Trustee. (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 Trust Accounts and the Certificate Distribution Account for the purpose of withdrawing any amounts deposited in error into such accounts. (g) The Servicer, the Trust, the Indenture Trustee and the Securities Intermediary agree as follows: (i) each of the Collection Account and the Reserve Account is, and will be maintained as, a “securities account” (as such term is defined in Section 8-102(a)(14) 501 of the UCC) acting solely for the Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph.); (eii) Except for the Securities Intermediary is acting, and will act as a “securities intermediary” (as defined in the UCC) with respect to the Collection Account and the Reserve Account, ; (iii) this Agreement (together with the Indenture) is the only agreement entered into among the parties with respect to the Collection Account and the Reserve Account and the Certificate Distribution parties will not enter into any other agreement related to the Collection Account or the Reserve Account; and (iv) at the time of this Agreement, there and continuously thereafter, the Securities Intermediary shall have a place of business in the United States at which any of the activities of the Securities Intermediary are no carried on and which (i) alone or together with other offices of the Securities Intermediary or with other persons acting for the Securities Intermediary in the United States or another nation (A) effects or monitors entries to securities accounts, (B) administers payments or corporate actions relating to securities held with the Securities Intermediary or such other persons, or (C) is otherwise engaged in a business or other regular activity of maintaining securities accounts; or (ii) is identified by an account number, bank code, or other specific means of identification as maintaining securities accounts required in the United States. (h) The Securities Intermediary shall be entitled to be maintained all of same rights, protections and indemnities as the Indenture Trustee has under the Transaction DocumentsIndenture.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For the benefit of the Noteholders in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding the immediately following Payment Date. No Eligible Investment shall be sold or otherwise disposed of prior to its scheduled maturity 11 Sale and Servicing Agreement (2011-3) 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. (c) 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing 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) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 12 Sale and Servicing Agreement (2011-3) or such designee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For the benefit of the Noteholders in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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. (c) 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing 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) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The Servicer shall cause to be establishedestablished on or prior to the Closing Date: (i) For (x) Prior to the payment in full of the principal of and interest on the Notes, for the benefit of the Noteholders in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designeedesignee and (y) following payment in full of the principal of and interest on the Notes, for the benefit of the Certificateholders, in the name of the Issuer, an Eligible Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders, which Eligible Account shall be established by and maintained with the Certificate Paying Agent, as Relevant Trustee, or its designee (the “Collection Account”). No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For Upon the issuance of any Definitive Certificate in accordance with the terms of the Trust Agreement, for the benefit of the Residual InterestholdersCertificateholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual InterestholdersCertificateholders, which Eligible Account shall be established by and maintained with the Owner Trustee Certificate Paying Agent or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. Funds on deposit in the Certificate Distribution Account shall be held uninvested. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) ), if any, shall be invested by the Indenture Relevant Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Relevant Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Relevant Trustee as secured party for the benefit of the Noteholders (or if there are no Noteholders, for the Certificateholders); provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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 Relevant Trustee in writing to dispose of such Eligible Investment. (c) . The Indenture Servicer acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of each purchase and sale of permitted investments or the Relevant Trustee’s receipt of a broker’s confirmation. The Servicer agrees that such notifications shall not be provided by the Relevant Trustee hereunder, and the Relevant Trustee shall possess all rightmake available, title and interest in all funds on deposit from time to time in the Trust Accounts upon request and in all proceeds thereof and all lieu of notifications, periodic account statements that reflect such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing to transfer any cash and/or any investments to such new Trust Accountinvestment activity. (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) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For Lender has established the benefit of Escrow Accounts and the Noteholders Central Account in the name of Lender as secured party and Borrower has established the Indenture Trustee, an Eligible Rent Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the name joint names of Lender, as secured party, and Borrower. The Rent Account, the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Central Account and the Reserve Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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. (c) 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust 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. If, at any time, any Trust Account ceases to be an Eligible Rent Account, the Servicer shall promptly notify Central Account and the Indenture Trustee (unless such Trust Account is an account Escrow Accounts, all in accordance with the Indenture Trustee) terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the factRent Account, establish a new Trust the Central Account as or 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 no responsibility to make 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 Mez Payment Sub-Account, the Capex Trap Sub-Account, the Operation and 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 shall direct the Indenture Trustee in writing to transfer any cash and/or any investments to such new Trust Account. (d) With respect to the Trust Account Propertycollectively, the parties hereto agree that: (i“Sub-Accounts”) any Trust Account Property that consists of uninvested to which certain funds shall be held solely in Eligible Accounts and, except as otherwise provided herein, each such Eligible Account allocated and from which disbursements shall be subject made pursuant to the exclusive custody and control terms of the Indenture Trustee, and, except as otherwise provided this Security Instrument. Sums held in the Transaction Documents, the Indenture Trustee or its designee shall have sole signature authority Escrow Accounts may be commingled with respect thereto; (ii) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its designee, in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely other monies held 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 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 Trust Account Property as described in such paragraphLender. (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For Servicer, for the benefit of the Noteholders Financial Parties, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account known as the Ally Auto Receivables Trust 2019-4 Collection Account (the “Collection Account”), bearing a an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Financial Parties. (b) The Servicer, for the benefit of the Noteholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account known as the Ally Auto Receivables Trust 2019-4 Note Distribution Account (the “Note Distribution Account”), bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account . (c) Each of the Designated Accounts shall be initially established by and maintained with the Indenture Trustee or its designeeas the Account Holder. No checks Funds deposited in each of the Designated Accounts shall be issuedinvested in the Investment Fund. Such investments shall, printed in each case, mature or, if such Eligible Investment does not mature, be liquidated as set forth in the definition of “Eligible Investments”; provided that neither the Servicer nor the Indenture Trustee shall have the power or honored right to change or alter the particular Eligible Investments identified in the definition of “Investment Fund” with respect to which such funds are invested; and provided further that the Collection AccountServicer shall provide written notice to the Indenture Trustee, promptly upon any investment in each of the Designated Accounts ceasing to be an Eligible 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 Eligible Investment set forth in the definition of “Investment Fund. ” The Servicer shall have no power or right whatsoever to change or alter any of the initial specifications set forth in the definition of “Investment Fund”; provided that if the short-term debt obligations of such Account Holder cease to have the Required Deposit Rating (except that any Designated Account shall be maintained with an Account Holder even if the short-term debt obligations of such Account Holder do not have the Required Deposit Rating, if such Account Holder maintains such Designated Account in its corporate trust department) (such occurrence, a “Ratings Status Event”), (i) the Servicer shall provide written notice within thirty (30) days of knowledge of such Rating Status Event to the Indenture Trustee or other Account Holder and the Rating Agencies and shall include the proposed Account Holder information in such notice; (ii) For the benefit Servicer shall open any necessary accounts at such proposed Account Holder within sixty (60) days of knowledge of such Ratings Status Event; and (iii) the NoteholdersServicer shall provide written notice to the Indenture Trustee or other Account Holder instructing the Account Holder to transfer the Designated Accounts to another Account Holder that is an Eligible Institution; and provided further that should the Account Holder inform the Servicer or Indenture Trustee that no further investments may be made with respect to a specific Eligible Investment, then any additional funds shall be invested by that same Account Holder in an Eligible Investment in accordance with the definition of “Investment Fund.” Investments in Eligible Investments shall be made in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designeenominee, and such investments shall not be sold or disposed of prior to their maturity, notwithstanding anything to the contrary provided in this Agreement. No checks Investment Earnings on funds deposited in the Designated Accounts shall be issuedpayable to the Servicer. Each Account Holder holding a Designated Account as provided in this Section 5.01(b)(i), printed or honored with shall be a “Securities Intermediary.” If a Securities Intermediary shall be a Person other than the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5.01 and an Opinion of Counsel that such Person can perform such obligations. (d) With respect to the Reserve AccountDesignated Account Property, the Account Holder agrees, by its acceptance hereof, that: (i) Any Designated Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts. The Designated Accounts are accounts to which Financial Assets will be credited. (ii) All securities or other property underlying any Financial Assets credited to the Designated Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Designated Accounts be registered in the name of the Issuing Entity, the Servicer or the Depositor, payable to the order of the Issuing Entity, the Servicer or the Depositor or specially indorsed to the Issuing Entity, the Servicer or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect All property delivered to the Certificate Distribution Securities Intermediary pursuant to this Agreement will be credited upon receipt of such property to the appropriate Designated Account. (biv) Funds on deposit Each item of property (whether investments, investment property, Financial Assets, securities, instruments or cash) credited to a Designated Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Designated Accounts, the Securities Intermediary shall comply with such order without further consent by the Issuing Entity, the Servicer, the Depositor or any other Person. (vi) The Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the Collection Account UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Reserve Account Designated Accounts (collectively, as well as the “Trust Accounts”Security Entitlements related thereto) shall be invested governed by the laws of the State of New York. (vii) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to the Designated Accounts or any Financial Assets or other property credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Issuing Entity, the Depositor, the Servicer, the Account Holder or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(b)(ii)(E) hereof. (viii) Except for the claims and interest of the Indenture Trustee in the Designated Accounts, the Securities Intermediary has no actual knowledge of claims to, or interests in, the Designated Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Designated Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer and the Issuing Entity thereof. (ix) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Designated Accounts and any Designated Account Property simultaneously to each of the Servicer and the Indenture Trustee, at the addresses set forth in Appendix B to this Agreement. (x) The Account Holder shall maintain each item of Designated Account Property in the particular Designated Account to which such item originated and shall not commingle items from different Designated Accounts. (e) The Servicer shall have the power, revocable by the Indenture Trustee in Eligible Investments selected in writing (or by the Servicer and Owner Trustee with the consent of which the Servicer provides notification (pursuant Indenture Trustee) to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, instruct the Indenture Trustee (subject to Section 6.1(c) make withdrawals and payments from the Designated Accounts for the purpose of permitting the Indenture) nor Servicer or the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by Owner Trustee to carry out its respective duties hereunder or on behalf of permitting the Indenture Trustee as secured party for to carry out its duties under the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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 InvestmentIndenture. (cf) The Indenture Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Trust Designated Accounts and in all proceeds thereof and all such funds, investments and proceeds shall be part of the Trust Estate(except Investment Earnings). Except as otherwise provided hereinherein or in the Indenture, the Trust Designated Accounts shall be under the sole exclusive dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at Securityholders and the Indenture Trustee shall have sole signature power and authority with respect thereto. (g) The Servicer shall not direct the Account Holder to make any time, investment of any Trust Account ceases funds or to sell any investment held in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be an Eligible Accountperfected 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 Account Holder to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall promptly notify deliver to the Indenture Trustee (unless such Trust Account is an account with Opinion of Counsel, acceptable to the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect , to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing to transfer any cash and/or any investments to such new Trust Accounteffect. (dh) With respect Notwithstanding anything to the Trust Account Propertycontrary in this Agreement, neither the parties hereto agree that:Servicer nor any agent of the Servicer shall be authorized or empowered to acquire any other investments or engage in activities other than specifically provided herein, and, in particular, neither the Servicer nor any agent of the Servicer shall be authorized or empowered to do anything that would cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes. (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 The Indenture Trustee, and, except as otherwise provided in the Transaction DocumentsOwner Trustee, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection AccountIntermediary, the Reserve Account Holder and the Certificate Distribution Accounteach other Eligible Institution with whom a Designated Account is maintained waives any right of set-off, there are no accounts required counterclaim, security interest or bankers’ lien to which it might otherwise be maintained under the Transaction Documentsentitled.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For the benefit of the Noteholders Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Principal Distribution Account”), which may be a subaccount of the Collection Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Principal Distribution Account. (iii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, with the Principal Distribution Account, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Permitted Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided provided, that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Permitted Investments. If U.S. Bank National Association is the Indenture Trustee, in the absence of such written investment direction, all funds shall be invested in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer or should that for any reason not be possible such funds shall remain uninvested. All such Eligible Permitted Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in each of the Trust Accounts Collection Account and the Reserve Account shall be distributed to the Servicer as additional servicing compensation and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all All investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available by 10:00 a.m. New York City time on the Business Day immediately preceding the immediately following next Payment Date. No Eligible Permitted Investment shall be sold or otherwise disposed of prior to its scheduled maturity unless a default occurs with respect to such Eligible Permitted Investment and the Servicer directs the Indenture Trustee in writing to dispose of such Eligible Permitted Investment. For the avoidance of doubt, with respect to each Payment Date, any interest and other income earned on funds in deposit in each of the Collection Account and the Reserve Account from the Business Day prior to such Payment Date through such Payment Date shall be paid to the Servicer. (c) 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee in writing (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 ten (10) Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing 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) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph; and (v) to the extent any Trust 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; and such institution acting as securities intermediary shall have at the time of entry of the account agreement one or more offices in the United States of America. (e) The Indenture Trustee, to the extent it is acting in the capacity of securities intermediary with respect to Trust 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 the relevant UCC, the jurisdiction of the Indenture Trustee as securities intermediary is the State of New York; and (iii) it has one or more offices in the United States of America engaged in a business or other regular activity of maintaining securities accounts. (f) 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. (g) Except for the Collection Account, the Reserve Account and the Certificate Principal Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For Servicer, for the benefit of the Noteholders Financial Parties, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account known as the Ally Auto Receivables Trust 2023-1 Collection Account (the “Collection Account”), bearing a an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Financial Parties. (b) The Servicer, for the benefit of the Noteholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account known as the Ally Auto Receivables Trust 2023-1 Note Distribution Account (the “Note Distribution Account”), bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account . (c) Each of the Designated Accounts shall be initially established by and maintained with U.S. Bank National Association as the Account Holder. Funds deposited in each of the Designated Accounts shall be invested in the Investment Fund. Such investments shall, in each case, mature or, if such Eligible Investment does not mature, be liquidated as set forth in the definition of “Eligible Investments”; provided that neither the Servicer nor the Indenture Trustee shall have the power or its designee. No checks shall be issued, printed right to change or honored alter the particular Eligible Investments identified in the definition of “Investment Fund” with respect to which such funds are invested; and provided further that the Collection AccountServicer shall provide written notice to the Indenture Trustee, promptly upon any investment in each of the Designated Accounts ceasing to be an Eligible 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 Eligible Investment set forth in the definition of “Investment Fund. ” The Servicer shall have no power or right whatsoever to change or alter any of the initial specifications set forth in the definition of “Investment Fund”; provided that if the Designated Accounts cease to be Eligible Deposit Accounts (such occurrence, a “Ratings Status Event”), (i) the Servicer shall provide written notice within thirty (30) days of knowledge of such Rating Status Event to such Account Holder and the Rating Agencies and shall include the proposed Account Holder information in such notice; (ii) For the benefit Servicer shall open any necessary accounts at such proposed Account Holder within sixty (60) days of knowledge of such Ratings Status Event; and (iii) the Servicer shall provide written notice to such Account Holder instructing the Account Holder to transfer the Designated Accounts to another Account Holder that is an Eligible Institution or satisfying the conditions under clause (ii) of the Noteholdersdefinition of “Eligible Deposit Account”; and provided further that should the Account Holder inform the Servicer or Indenture Trustee that no further investments may be made with respect to a specific Eligible Investment, then any additional funds shall be invested by that same Account Holder in an Eligible Investment in accordance with the definition of “Investment Fund.” Investments in Eligible Investments shall be made in the name of the Indenture TrusteeTrustee or its nominee, an Eligible and such investments shall not be sold or disposed of prior to their maturity, notwithstanding anything to the contrary provided in this Agreement. Investment Earnings on funds deposited in the Designated Accounts shall be payable to the Servicer. Each Account (the “Reserve Account”Holder holding a Designated Account as provided in this Section 5.01(b)(i), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with a “Securities Intermediary.” If a Securities Intermediary shall be a Person other than the Indenture Trustee or its designee. No checks U.S. Bank National Association, the Servicer shall be issued, printed or honored with obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5.01 and an Opinion of Counsel that such Person can perform such obligations. (d) With respect to the Reserve AccountDesignated Account Property, the Account Holder agrees, by its acceptance hereof, that: (i) Any Designated Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts. The Designated Accounts are accounts to which Financial Assets will be credited. (ii) All securities or other property underlying any Financial Assets credited to the Designated Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Designated Accounts be registered in the name of the Issuing Entity, the Servicer or the Depositor, payable to the order of the Issuing Entity, the Servicer or the Depositor or specially indorsed to the Issuing Entity, the Servicer or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect All property delivered to the Certificate Distribution Securities Intermediary pursuant to this Agreement will be credited upon receipt of such property to the appropriate Designated Account. (biv) Funds on deposit Each item of property (whether investments, investment property, Financial Assets, securities, instruments or cash) credited to a Designated Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Designated Accounts, the Securities Intermediary shall comply with such order without further consent by the Issuing Entity, the Servicer, the Depositor or any other Person. (vi) The Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the Collection Account UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Reserve Account Designated Accounts (collectively, as well as the “Trust Accounts”Security Entitlements related thereto) shall be invested governed by the laws of the State of New York. (vii) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to the Designated Accounts or any Financial Assets or other property credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Issuing Entity, the Depositor, the Servicer, the Account Holder or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(b)(ii)(E) hereof. (viii) Except for the claims and interest of the Indenture Trustee in the Designated Accounts, the Securities Intermediary has no actual knowledge of claims to, or interests in, the Designated Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Designated Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer and the Issuing Entity thereof. (ix) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Designated Accounts and any Designated Account Property simultaneously to each of the Servicer and the Indenture Trustee, at the addresses set forth in Appendix B to this Agreement. (x) The Account Holder shall maintain each item of Designated Account Property in the particular Designated Account to which such item originated and shall not commingle items from different Designated Accounts. (e) The Servicer shall have the power, revocable by the Indenture Trustee in Eligible Investments selected in writing (or by the Servicer and Owner Trustee with the consent of which the Servicer provides notification (pursuant Indenture Trustee) to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, instruct the Indenture Trustee (subject to Section 6.1(c) make withdrawals and payments from the Designated Accounts for the purpose of permitting the Indenture) nor Servicer or the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by Owner Trustee to carry out its respective duties hereunder or on behalf of permitting the Indenture Trustee as secured party for to carry out its duties under the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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 InvestmentIndenture. (cf) The Indenture Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Trust Designated Accounts and in all proceeds thereof and all such funds, investments and proceeds shall be part of the Trust Estate(except Investment Earnings). Except as otherwise provided hereinherein or in the Indenture, the Trust Designated Accounts shall be under the sole exclusive dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at Securityholders and the Indenture Trustee shall have sole signature power and authority with respect thereto. (g) The Servicer shall not direct the Account Holder to make any time, investment of any Trust Account ceases funds or to sell any investment held in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be an Eligible Accountperfected 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 Account Holder to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall promptly notify deliver to the Indenture Trustee (unless such Trust Account is an account with Opinion of Counsel, acceptable to the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect , to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing to transfer any cash and/or any investments to such new Trust Accounteffect. (dh) With respect Notwithstanding anything to the Trust Account Propertycontrary in this Agreement, neither the parties hereto agree that:Servicer nor any agent of the Servicer shall be authorized or empowered to acquire any other investments or engage in activities other than specifically provided herein, and, in particular, neither the Servicer nor any agent of the Servicer shall be authorized or empowered to do anything that would cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes. (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 The Indenture Trustee, and, except as otherwise provided in the Transaction DocumentsOwner Trustee, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection AccountIntermediary, the Reserve Account Holder and the Certificate Distribution Accounteach other Eligible Institution with whom a Designated Account is maintained waives any right of set-off, there are no accounts required counterclaim, security interest or bankers’ lien to which it might otherwise be maintained under the Transaction Documentsentitled.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For the benefit of the Noteholders Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Principal Distribution Account”), which may be a subaccount of the Collection Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Principal Distribution Account. (iii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, with the Principal Distribution Account, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Permitted Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided provided, that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Permitted Investments. If U.S. Bank National Association is the Indenture Trustee, in the absence of such written investment direction, all funds shall be invested in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer or should that for any reason not be possible such funds shall be retained uninvested. All such Eligible Permitted Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts Collection Account shall be distributed to the Servicer as additional servicing compensation and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all All investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available by 10:00 a.m. New York City time on the Business Day immediately preceding the immediately following next Payment Date. No Eligible Permitted Investment shall be sold or otherwise disposed of prior to its scheduled maturity unless a default occurs with respect to such Eligible Permitted Investment and the Servicer directs the Indenture Trustee in writing to dispose of such Eligible Permitted Investment. For the avoidance of doubt, with respect to each Payment Date, any interest and other income earned on funds in deposit in the Collection Account from the Business Day prior to such Payment Date through such Payment Date shall be paid to the Servicer. (c) 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee in writing (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing 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) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Principal Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For The Servicer, for the benefit of the Noteholders Financial Parties, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account known as the Ally Auto Receivables Trust 2017-4 Collection Account (the “Collection Account”), bearing a an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Financial Parties. (ii) The Servicer, for the benefit of the Noteholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account known as the Ally Auto Receivables Trust 2017-4 Note Distribution Account (the “Note Distribution Account”), bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account . (i) Each of the Designated Accounts shall be initially established by and maintained with the Indenture Trustee or its designeeas the Account Holder. No checks Funds deposited in each of the Designated Accounts (including amounts, if any, which the Servicer is required to remit daily to the Collection Account pursuant to Section 5.02) shall be issuedinvested in the Investment Fund. Such investments shall, printed in each case, mature or, if such Eligible Investment does not mature, be liquidated as set forth in the definition of “Eligible Investments”; provided that neither the Servicer nor the Indenture Trustee shall have the power or honored right to change or alter the particular Eligible Investments identified in the definition of “Investment Fund” with respect to which such funds are invested; and provided further that the Collection AccountServicer shall provide written notice to the Indenture Trustee, promptly upon any investment in each of the Designated Accounts ceasing to be an Eligible 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 Eligible Investment set forth in the definition of “Investment Fund. ” The Servicer shall have no power or right whatsoever to change or alter any of the initial specifications set forth in the definition of “Investment Fund”; provided that if the short-term debt obligations of such Account Holder cease to have the Required Deposit Rating (except that any Designated Account shall be maintained with an Account Holder even if the short-term debt obligations of such Account Holder do not have the Required Deposit Rating, if such Account Holder maintains such Designated Account in its corporate trust department) (such occurrence, a “Ratings Status Event”), (i) the Servicer shall provide written notice within thirty (30) days of knowledge of such Rating Status Event to the Indenture Trustee or other Account Holder and the Rating Agencies and shall include the proposed Account Holder information in such notice; (ii) For the benefit Servicer shall open any necessary accounts at such proposed Account Holder within sixty (60) days of knowledge of such Ratings Status Event; and (iii) the NoteholdersServicer shall provide written notice to the Indenture Trustee or other Account Holder instructing the Account Holder to transfer the Designated Accounts to another Account Holder that is an Eligible Institution; and provided further that should the Account Holder inform the Servicer or Indenture Trustee that no further investments may be made with respect to a specific Eligible Investment, then any additional funds shall be invested by that same Account Holder in an Eligible Investment in accordance with the definition of “Investment Fund.” Investments in Eligible Investments shall be made in the name of the Indenture Trustee or its nominee, and such investments shall not be sold or disposed of prior to their maturity, notwithstanding anything to the contrary provided in this Agreement. Investment Earnings on funds deposited in the Designated Accounts shall be payable to the Servicer. Each Account Holder holding a Designated Account as provided in this Section 5.01(b)(i), shall be a “Securities Intermediary.” If a Securities Intermediary shall be a Person other than the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that Servicer shall obtain the funds deposited therein are held for express agreement of such Person to the benefit obligations of the NoteholdersSecurities Intermediary set forth in this Section 5.01 and an Opinion of Counsel that such Person can perform such obligations. (ii) With respect to the Designated Account Property, the Account Holder agrees, by its acceptance hereof, that: (A) Any Designated Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts. The Designated Accounts are accounts to which Eligible Financial Assets will be credited. (B) All securities or other property underlying any Financial Assets credited to the Designated Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Designated Accounts be registered in the name of the Issuing Entity, the Servicer or the Depositor, payable to the order of the Issuing Entity, the Servicer or the Depositor or specially indorsed to the Issuing Entity, the Servicer or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (C) All property delivered to the Securities Intermediary pursuant to this Agreement will be credited upon receipt of such property to the appropriate Designated Account. (D) Each item of property (whether investments, investment property, Financial Assets, securities, instruments or cash) credited to a Designated Account shall be established by and maintained with treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (E) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or its designee. No checks redemption of any Financial Asset relating to the Designated Accounts, the Securities Intermediary shall comply with such order without further consent by the Issuing Entity, the Servicer, the Depositor or any other Person. (F) The Designated Accounts shall be issuedgoverned by the laws of the State of New York, printed or honored regardless of any provision in any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Designated Accounts (as well as the Security Entitlements related thereto) shall be governed by the laws of the State of New York. (G) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with respect any other Person relating to the Reserve AccountDesignated Accounts or any Financial Assets or other property credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Issuing Entity, the Depositor, the Servicer, the Account Holder or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(b)(ii)(E) hereof. (H) Except for the claims and interest of the Indenture Trustee in the Designated Accounts, the Securities Intermediary has no actual knowledge of claims to, or interests in, the Designated Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Designated Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer and the Issuing Entity thereof. (I) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Designated Accounts and any Designated Account Property simultaneously to each of the Servicer and the Indenture Trustee, at the addresses set forth in Appendix B to this Agreement. (J) The Account Holder shall maintain each item of Designated Account Property in the particular Designated Account to which such item originated and shall not commingle items from different Designated Accounts. (iii) For The Servicer shall have the benefit of the Residual Interestholderspower, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) shall be invested revocable by the Indenture Trustee in Eligible Investments selected in writing (or by the Servicer and Owner Trustee with the consent of which the Servicer provides notification (pursuant Indenture Trustee) to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, instruct the Indenture Trustee (subject to Section 6.1(c) make withdrawals and payments from the Designated Accounts for the purpose of permitting the Indenture) nor Servicer or the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by Owner Trustee to carry out its respective duties hereunder or on behalf of permitting the Indenture Trustee as secured party for to carry out its duties under the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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 InvestmentIndenture. (civ) The Indenture Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Trust Designated Accounts and in all proceeds thereof and all such funds, investments and proceeds shall be part of the Trust Estate(except Investment Earnings). Except as otherwise provided hereinherein or in the Indenture, the Trust Designated Accounts shall be under the sole exclusive dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at Securityholders and the Indenture Trustee shall have sole signature power and authority with respect thereto. (v) The Servicer shall not direct the Account Holder to make any time, investment of any Trust Account ceases funds or to sell any investment held in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be an Eligible Accountperfected 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 Account Holder to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall promptly notify deliver to the Indenture Trustee (unless such Trust Account is an account with Opinion of Counsel, acceptable to the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect , to such longer periodeffect. (c) after becoming aware Notwithstanding anything to the contrary in this Agreement, neither the Servicer nor any agent of the factServicer shall be authorized or empowered to acquire any other investments or engage in activities other than specifically provided herein, establish and, in particular, neither the Servicer nor any agent of the Servicer shall be authorized or empowered to do anything that would cause the Issuing Entity to fail to qualify as a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing to transfer any cash and/or any investments to such new Trust Accountgrantor trust for United States federal income tax purposes. (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 The Indenture Trustee, and, except as otherwise provided in the Transaction DocumentsOwner Trustee, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection AccountIntermediary, the Reserve Account Holder and the Certificate Distribution Accounteach other Eligible Institution with whom a Designated Account is maintained waives any right of set-off, there are no accounts required counterclaim, security interest or bankers’ lien to which it might otherwise be maintained under the Transaction Documentsentitled.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For Servicer, for the benefit of the Noteholders and the Certificateholders, shall cause the Indenture Trustee to establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the NoteholdersNoteholders and the Certificateholders. If at any time the institution maintaining the Collection Account ceases to be an Eligible Institution, which Eligible Account shall be established by and maintained with the Indenture Trustee will, or its designee. No checks shall be issuedwill cooperate with the Servicer to, printed or honored with respect to as applicable, cause the Collection AccountAccount to be moved to an Eligible Institution within thirty (30) days (or such longer period in respect of which the Rating Agency Condition shall have been satisfied). (iib) For The Issuer, for the benefit of the Noteholders, shall cause the Indenture Trustee to establish with and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. The Issuer shall also cause to be established two administrative subaccounts within the Note Distribution Account at the Eligible Institution then maintaining the Note Distribution Account, which subaccounts shall be designated the “Interest Distribution Account” and the “Principal Distribution Account”, respectively. The Interest Distribution Account and the Principal Distribution Account are established and maintained solely for administrative purposes. If at any time the institution maintaining the Note Distribution Account or the related subaccounts ceases to be an Eligible Institution, the Indenture Trustee will, or will cooperate with the Servicer to, as applicable, cause the Note Distribution Account and the related subaccounts to be moved to an Eligible Institution within thirty (30) days (or such longer period in respect of which the Rating Agency Condition shall have been satisfied). (c) The Issuer, for the benefit of the Noteholders, shall cause the Indenture Trustee to establish with and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the NoteholdersNoteholders and the Certificateholders. If at any time the institution maintaining the Reserve Account ceases to be an Eligible Institution, which Eligible Account shall be established by and maintained with the Indenture Trustee will, or its designee. No checks shall be issuedwill cooperate with the Servicer to, printed or honored with respect to as applicable, cause the Reserve AccountAccount to be moved to an Eligible Institution within thirty (30) days (or such longer period in respect of which the Rating Agency Condition shall have been satisfied). (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (bd) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which Servicer; provided, however, that if (i) the Servicer provides notification (pursuant shall have failed to standing instructions give investment directions for any funds on deposit in the Reserve Account or otherwise); provided that it is understood and agreed that neither the Servicer, Collection Account to the Indenture Trustee by 11:00 a.m., New York City time (subject or such other time as may be agreed by the Administrator and the Indenture Trustee), on any Business Day or (ii) a Default or Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 6.1(c) 5.02 of the IndentureIndenture or (iii) nor if the Issuer Notes shall be liable for any loss arising have been declared due and payable following an Event of Default and 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 investment a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in investments that are Eligible InvestmentsInvestments in accordance with the standing instructions most recently given in writing by the Servicer. Funds on deposit in the Note Distribution Account shall remain uninvested. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the NoteholdersNoteholders or the Certificateholders, as applicable; provided, that for each Collection Period such amount shall be calculated on the Determination Date. On each Payment Date all interest and other investment income (net of losses and investment expensesNet Investment Losses) on funds on deposit in the Trust Accounts shall (i) Collection Account for the related Collection Period will be distributed released to the Servicer Depositor; and shall not (ii) Reserve Account for the related Collection Period will be available released to pay the distributions provided for in Section 4.4. Except Depositor, upon the direction of the Servicer, to the extent the Rating Agency Condition is satisfied, all investments of that funds on deposit in the Trust Accounts Reserve Account on such Payment Date, after giving effect to all withdrawals therefrom on such Payment Date, exceed the Reserve Account Required Amount. Other than as permitted in writing by the Rating Agencies with respect to the Reserve Account, funds on deposit in the Collection Account and the Reserve Account shall be invested in Eligible Investments that will mature so that such funds will be available on not later than the Business Day immediately preceding the immediately following next 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 Funds deposited in the Collection Account and the Servicer directs Reserve Account on a day that immediately precedes a Payment Date upon the Indenture Trustee in writing maturity of any Eligible Investments are not required to dispose of such Eligible Investmentbe invested overnight. (ce) In the event that there are Net Investment Losses in Eligible Investments chosen by the Servicer, the Servicer shall deposit into the Collection Account, no later than one (1) Business Day prior to the Payment Date, the amount of the Net Investment Losses. 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 Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as Indenture Trustee, in accordance with their terms. (i) The Trust 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, investments investment property, proceeds and proceeds income shall be part of the Trust Estate. Except , except as otherwise provided set forth herein, the . The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the NoteholdersNoteholders and the Certificateholders, as applicable. If, at any time, any Trust Account ceases to be an Eligible Deposit Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with or the Indenture TrusteeServicer on its behalf) in writing and shall within 10 ten (10) Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period, not to exceed thirty (30) after becoming aware of the factcalendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall direct the Indenture Trustee in writing to transfer any cash and/or or any investments from the account that is no longer an Eligible Deposit Account to such the new Trust Account. (dii) With respect to the Trust Account Property, the parties hereto agree Indenture Trustee agrees, by its acceptance hereof, that: (iA) any Trust Account Property that consists of uninvested funds is held in deposit accounts shall be held solely in the Eligible Accounts andDeposit Accounts, except as otherwise provided herein, subject to the last sentence of Section 5.01(f)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Transaction Documents, and the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (iiB) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its designee, in accordance with paragraph (a) of the definition herein of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any a securities intermediary (as such designeeterm is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee; (iiiC) 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 herein of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; (D) any Trust Account Property that is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (ivC) below above shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c) of the definition herein of “Delivery” and shall be maintained by the Indenture Trustee or such designeeTrustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its designeenominee’s) ownership of such security on the books of the issuer thereofsecurity; and (ivE) any Trust Account Property that is an uncertificated a 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 entitlement shall be delivered in accordance with paragraph (bd) of the definition herein of “Delivery” and shall be maintained held pending maturity or disposition by the Indenture Trustee or its designee or a securities intermediary acting solely for the Indenture Trustee. (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 Trust Accounts and the Certificate Distribution Account for the purpose of withdrawing any amounts deposited in error into such accounts. (g) The Servicer, the Trust, the Indenture Trustee and the Securities Intermediary agree as follows: (i) each of the Collection Account and the Reserve Account is, and will be maintained as, a “securities account” (as such term is defined in Section 8-102(a)(14) 501 of the UCC) acting solely for the Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph.); (eii) Except for the Securities Intermediary is acting, and will act as a “securities intermediary” (as defined in the UCC) with respect to the Collection Account and the Reserve Account, ; (iii) this Agreement (together with the Indenture) is the only agreement entered into among the parties with respect to the Collection Account and the Reserve Account and the Certificate Distribution parties will not enter into any other agreement related to the Collection Account or the Reserve Account; and (iv) at the time of this Agreement, there and continuously thereafter, the Securities Intermediary shall have a place of business in the United States at which any of the activities of the Securities Intermediary are no carried on and which (i) alone or together with other offices of the Securities Intermediary or with other persons acting for the Securities Intermediary in the United States or another nation (A) effects or monitors entries to securities accounts, (B) administers payments or corporate actions relating to securities held with the Securities Intermediary or such other persons, or (C) is otherwise engaged in a business or other regular activity of maintaining securities accounts; or (ii) is identified by an account number, bank code, or other specific means of identification as maintaining securities accounts required to be maintained under in the Transaction DocumentsUnited States.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For Servicer, for the benefit of the Noteholders and the Certificateholders, shall cause the Securities Intermediary to establish, and on and after the Closing Date the Securities Intermediary shall maintain, in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the NoteholdersNoteholders and the Certificateholders. If at any time the institution maintaining the Collection Account ceases to be an Eligible Institution or an Eligible Trust Account Institution, which Eligible Account shall be established by the Securities Intermediary and maintained with the Indenture Trustee will, or its designee. No checks shall be issuedwill cooperate with the Servicer to, printed or honored with respect to as applicable, cause the Collection AccountAccount to be moved to an Eligible Institution or Eligible Trust Account Institution within forty-five (45) days (or such longer period in respect of which the Rating Agency Condition shall have been satisfied). (iib) For The Issuer, for the benefit of the Noteholders, shall cause the Securities Intermediary to establish, and on and after the Closing Date the Securities Intermediary shall maintain, in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. The Issuer shall also cause to be established two administrative subaccounts within the Note Distribution Account at the Eligible Institution or Eligible Trust Account Institution, as applicable, then maintaining the Note Distribution Account, which subaccounts shall be designated the “Interest Distribution Account” and the “Principal Distribution Account”, respectively. The Interest Distribution Account and the Principal Distribution Account are established and maintained solely for administrative purposes. If at any time the institution maintaining the Note Distribution Account or the related subaccounts ceases to be an Eligible Institution or an Eligible Trust Account Institution, the Securities Intermediary and the Indenture Trustee will, or will cooperate with the Servicer (on behalf of the Issuer) to, as applicable, cause the Note Distribution Account and the related subaccounts to be moved to an Eligible Institution or Eligible Trust Account Institution within forty-five (45) days (or such longer period in respect of which the Rating Agency Condition shall have been satisfied). (c) The Issuer, for the benefit of the Noteholders, shall cause the Securities Intermediary to establish, and on and after the Closing Date the Securities Intermediary shall maintain, in the name of the Indenture Trustee an Eligible Deposit Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the NoteholdersNoteholders and the Certificateholders. If at any time the institution maintaining the Reserve Account ceases to be an Eligible Institution or an Eligible Trust Account Institution, which Eligible Account shall be established by the Securities Intermediary and maintained with the Indenture Trustee will, or its designee. No checks shall be issuedwill cooperate with the Servicer (on behalf of the Issuer) to, printed or honored with respect to as applicable, cause the Reserve AccountAccount to be moved to an Eligible Institution or Eligible Trust Account Institution within forty-five (45) days (or such longer period in respect of which the Rating Agency Condition shall have been satisfied). (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (bd) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which Servicer; provided, however, that if (i) the Servicer provides notification (pursuant shall have failed to standing instructions give investment directions for any funds on deposit in the Reserve Account or otherwise); provided that it is understood and agreed that neither the Servicer, Collection Account to the Indenture Trustee by 11:00 a.m., New York City time (subject or such other time as may be agreed by the Administrator and the Indenture Trustee), on any Business Day or (ii) a Default or Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 6.1(c) 5.02 of the IndentureIndenture or (iii) nor if the Issuer Notes shall be liable for any loss arising have been declared due and payable following an Event of Default and 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 investment a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in investments that are Eligible InvestmentsInvestments in accordance with the standing instructions most recently given in writing by the Servicer. Funds on deposit in the Note Distribution Account shall remain uninvested. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the NoteholdersNoteholders or the Certificateholders, as applicable; provided, that for each Collection Period such amount shall be calculated on the Determination Date. On each Payment Date all interest and other investment income (net of losses and investment expensesNet Investment Losses) on funds on deposit in the Trust Accounts shall (i) Collection Account for the related Collection Period will be distributed released to the Servicer Depositor; and shall not (ii) Reserve Account for the related Collection Period will be available released to pay the distributions provided for in Section 4.4. Except Depositor, upon the direction of the Servicer, to the extent the Rating Agency Condition is satisfied, all investments of that funds on deposit in the Trust Accounts Reserve Account on such Payment Date, after giving effect to all withdrawals therefrom on such Payment Date, exceed the Specified Reserve Account Balance. Other than as permitted in writing by the Rating Agencies with respect to the Reserve Account, funds on deposit in the Collection Account and the Reserve Account shall be invested in Eligible Investments that will mature so that such funds will be available on not later than the Business Day immediately preceding the immediately following next 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 Funds deposited in the Collection Account and the Servicer directs Reserve Account on a day that immediately precedes a Payment Date upon the Indenture Trustee in writing maturity of any Eligible Investments are not required to dispose of such Eligible Investmentbe invested overnight. (ce) In the event that there are Net Investment Losses in Eligible Investments chosen by the Servicer, the Servicer shall deposit into the Collection Account, no later than one (1) Business Day prior to the Payment Date, the amount of the Net Investment Losses. 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 Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as Indenture Trustee, in accordance with their terms. (i) The Trust 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, investments investment property, proceeds and proceeds income shall be part of the Trust Estate. Except , except as otherwise provided set forth herein, the . The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the NoteholdersNoteholders and the Certificateholders, as applicable. If, at any time, any Trust Account ceases to be an Eligible Deposit Account, the Securities Intermediary (or the Servicer on its behalf) shall promptly notify the Indenture Trustee within ten (unless such Trust Account is an account with the Indenture Trustee10) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period, not to exceed forty-five (45) after becoming aware of the factcalendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall direct the Indenture Trustee in writing to transfer any cash and/or or any investments from the account that is no longer an Eligible Deposit Account to such the new Trust Account. (dii) With respect to the Trust Account Property, the parties hereto agree Indenture Trustee agrees, by its acceptance hereof, that: (iA) any Trust Account Property that consists of uninvested funds is held in deposit accounts shall be held solely in the Eligible Accounts andDeposit Accounts, except as otherwise provided herein, subject to the last sentence of Section 5.01(f)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Transaction Documents, and the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (iiB) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its designee, in accordance with paragraph (a) of the definition herein of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any a securities intermediary (as such designeeterm is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee; (iiiC) 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 herein of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; (D) any Trust Account Property that is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (ivC) below above shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c) of the definition herein of “Delivery” and shall be maintained by the Indenture Trustee or such designeeTrustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its designeenominee’s) ownership of such security on the books of the issuer thereofsecurity; and (ivE) any Trust Account Property that is an uncertificated a 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 entitlement shall be delivered in accordance with paragraph (bd) of the definition herein of “Delivery” and shall be maintained held pending maturity or disposition by the Indenture Trustee or its designee or a securities intermediary acting solely for the Indenture Trustee. (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 Trust Accounts and the Certificate Distribution Account for the purpose of withdrawing any amounts deposited in error into such accounts. (g) The Servicer, the Trust, the Indenture Trustee and the Securities Intermediary agree as follows: (i) each of the Collection Account and the Reserve Account is, and will be maintained as, a “securities account” (as such term is defined in Section 8-102(a)(14) 501 of the UCC) acting solely for the Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph.); (eii) Except for the Securities Intermediary is acting, and will act as a “securities intermediary” (as defined in the UCC) with respect to the Collection Account and the Reserve Account, ; (iii) this Agreement (together with the Indenture) is the only agreement entered into among the parties with respect to the Collection Account and the Reserve Account and the Certificate Distribution parties will not enter into any other agreement related to the Collection Account or the Reserve Account; and (iv) at the time of this Agreement, there and continuously thereafter, the Securities Intermediary shall have a place of business in the United States at which any of the activities of the Securities Intermediary are no carried on and which (i) alone or together with other offices of the Securities Intermediary or with other persons acting for the Securities Intermediary in the United States or another nation (A) effects or monitors entries to securities accounts, (B) administers payments or corporate actions relating to securities held with the Securities Intermediary or such other persons, or (C) is otherwise engaged in a business or other regular activity of maintaining securities accounts; or (ii) is identified by an account number, bank code, or other specific means of identification as maintaining securities accounts required in the United States. (h) The Securities Intermediary shall be entitled to be maintained all of same rights, protections and indemnities as the Indenture Trustee has under the Transaction DocumentsIndenture.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For the benefit of the Noteholders Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the 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 Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee and which may be a sub-account of the Collection Account. No checks shall be issued, printed or honored with respect to the Principal Distribution Account. (iii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iiiiv) For the benefit of the Residual InterestholdersNoteholders, in the name of the IssuerIndenture Trustee, a non-interest bearing an Eligible Account (the “Certificate Distribution Risk Retention Reserve Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual InterestholdersNoteholders, which Eligible Account shall be established by and maintained with the Owner Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Risk Retention Reserve Account. (b) Funds on deposit in the Collection Account Account, the Reserve Account[, the Risk Retention Reserve Account] and the Reserve Principal Distribution Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Permitted Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided provided, that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Permitted Investments. All such Eligible Permitted Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts Collection Account and the Principal Distribution Account shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all All investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding the immediately following next Payment Date. No Eligible Permitted Investment shall be sold or otherwise disposed of prior to its scheduled maturity unless a default occurs with respect to such Eligible Permitted Investment and the Servicer directs the Indenture Trustee in writing to dispose of such Eligible Permitted Investment. (c) 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing 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) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account Account[, the Risk Retention Reserve Account] and the Certificate Principal Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. Lender or Servicer, on behalf of Lender, has established an account (athe “Deposit Account”) The Servicer into which all funds in the Restricted Account shall, during the continuance of any Cash Sweep Period, be deposited on a periodic basis as more particularly set forth in the Restricted Account Agreement. Lender or Servicer, on behalf of Lender, shall cause to be establishedmaintain on a ledger entry basis the following subaccounts of the Deposit Account: (i) For An account into which Borrower shall deposit, or cause to be deposited, the benefit sums required to be deposited hereunder pursuant to Section 5(a) hereof for the payment of the Noteholders in the name of the Indenture Trustee, an Eligible Account Taxes (the “Collection AccountTax Subaccount”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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. (c) 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing 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) any Trust Account Property that constitutes Physical Property An account into which Borrower shall deposit, or cause to be delivered deposited, the sums required to be deposited hereunder pursuant to Section 5(a) hereof for the Indenture Trustee or its designee, in accordance with paragraph payment of Insurance Premiums (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any such designeeInsurance Subaccount”); (iii) any Trust Account Property that is an “uncertificated security” under Article 8 An account into which Borrower shall deposit, or cause to be deposited, the sums required to be deposited hereunder pursuant to Section 5(a) hereof for the payment of the UCC and that is not governed by clause Monthly FF&E Expenditure Amount (the “FF&E Expenditure Subaccount”); (iv) below An account into which Borrower shall deposit, or cause to be delivered deposited, the sums required to be deposited hereunder pursuant to Section 5(a) hereof for the Indenture Trustee or its designee in accordance with paragraph (c) payment of the definition Monthly Franchise Amount (the “Franchise Subaccount”); (v) An account into which Borrower shall deposit, or cause to be deposited, the sums required to be deposited hereunder pursuant to Section 5(a) hereof for the payment of interest accruing at the Default Rate and late payment charges, if any, and Debt Service payments (the “Delivery” Debt Service Subaccount”); (vi) An account into which Borrower shall deposit, or cause to be deposited, the sums required to cover the customary and shall be maintained by reasonable cash management servicing fees associated with the Indenture Trustee or such designee, pending maturity or disposition, through continued registration administration of the Indenture Trustee’s Accounts (or its designee’s) ownership of such security on the books of the issuer thereof“Cash Management Servicing Fees Subaccount”); and (ivvii) 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 An 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 into which Borrower shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Trustee deposit, 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 Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required cause to be maintained under deposited, all Excess Cash Flow, if any (the Transaction Documents“Excess Cash Subaccount”).

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For The Servicer, for the benefit of the Noteholders Financial Parties, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account known as the Ally Auto Receivables Trust 2017-3 Collection Account (the “Collection Account”), bearing a an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Financial Parties. (ii) The Servicer, for the benefit of the Noteholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account known as the Ally Auto Receivables Trust 2017-3 Note Distribution Account (the “Note Distribution Account”), bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account . (i) Each of the Designated Accounts shall be initially established by and maintained with the Indenture Trustee or its designeeas the Account Holder. No checks Funds deposited in each of the Designated Accounts (including amounts, if any, which the Servicer is required to remit daily to the Collection Account pursuant to Section 5.02) shall be issuedinvested in the Investment Fund. Such investments shall, printed in each case, mature or, if such Eligible Investment does not mature, be liquidated as set forth in the definition of “Eligible Investments”; provided that neither the Servicer nor the Indenture Trustee shall have the power or honored right to change or alter the particular Eligible Investments identified in the definition of “Investment Fund” with respect to which such funds are invested; and provided further that the Collection AccountServicer shall provide written notice to the Indenture Trustee, promptly upon any investment in each of the Designated Accounts ceasing to be an Eligible 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 Eligible Investment set forth in the definition of “Investment Fund. ” The Servicer shall have no power or right whatsoever to change or alter any of the initial specifications set forth in the definition of “Investment Fund”; provided that if the short-term debt obligations of such Account Holder cease to have the Required Deposit Rating (except that any Designated Account shall be maintained with an Account Holder even if the short-term debt obligations of such Account Holder do not have the Required Deposit Rating, if such Account Holder maintains such Designated Account in its corporate trust department) (such occurrence, a “Ratings Status Event”), (i) the Servicer shall provide written notice within thirty (30) days of knowledge of such Rating Status Event to the Indenture Trustee or other Account Holder and the Rating Agencies and shall include the proposed Account Holder information in such notice; (ii) For the benefit Servicer shall open any necessary accounts at such proposed Account Holder within sixty (60) days of knowledge of such Ratings Status Event; and (iii) the NoteholdersServicer shall provide written notice to the Indenture Trustee or other Account Holder instructing the Account Holder to transfer the Designated Accounts to another Account Holder that is an Eligible Institution; and provided further that should the Account Holder inform the Servicer or Indenture Trustee that no further investments may be made with respect to a specific Eligible Investment, then any additional funds shall be invested by that same Account Holder in an Eligible Investment in accordance with the definition of “Investment Fund.” Investments in Eligible Investments shall be made in the name of the Indenture Trustee or its nominee, and such investments shall not be sold or disposed of prior to their maturity, notwithstanding anything to the contrary provided in this Agreement. Investment Earnings on funds deposited in the Designated Accounts shall be payable to the Servicer. Each Account Holder holding a Designated Account as provided in this Section 5.01(b)(i), shall be a “Securities Intermediary.” If a Securities Intermediary shall be a Person other than the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that Servicer shall obtain the funds deposited therein are held for express agreement of such Person to the benefit obligations of the NoteholdersSecurities Intermediary set forth in this Section 5.01 and an Opinion of Counsel that such Person can perform such obligations. (ii) With respect to the Designated Account Property, the Account Holder agrees, by its acceptance hereof, that: (A) Any Designated Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts. The Designated Accounts are accounts to which Eligible Financial Assets will be credited. (B) All securities or other property underlying any Financial Assets credited to the Designated Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Designated Accounts be registered in the name of the Issuing Entity, the Servicer or the Depositor, payable to the order of the Issuing Entity, the Servicer or the Depositor or specially indorsed to the Issuing Entity, the Servicer or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (C) All property delivered to the Securities Intermediary pursuant to this Agreement will be credited upon receipt of such property to the appropriate Designated Account. (D) Each item of property (whether investments, investment property, Financial Assets, securities, instruments or cash) credited to a Designated Account shall be established by and maintained with treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (E) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or its designee. No checks redemption of any Financial Asset relating to the Designated Accounts, the Securities Intermediary shall comply with such order without further consent by the Issuing Entity, the Servicer, the Depositor or any other Person. (F) The Designated Accounts shall be issuedgoverned by the laws of the State of New York, printed or honored regardless of any provision in any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Designated Accounts (as well as the Security Entitlements related thereto) shall be governed by the laws of the State of New York. (G) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with respect any other Person relating to the Reserve AccountDesignated Accounts or any Financial Assets or other property credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Issuing Entity, the Depositor, the Servicer, the Account Holder or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(b)(ii)(E) hereof. (H) Except for the claims and interest of the Indenture Trustee in the Designated Accounts, the Securities Intermediary has no actual knowledge of claims to, or interests in, the Designated Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Designated Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer and the Issuing Entity thereof. (I) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Designated Accounts and any Designated Account Property simultaneously to each of the Servicer and the Indenture Trustee, at the addresses set forth in Appendix B to this Agreement. (J) The Account Holder shall maintain each item of Designated Account Property in the particular Designated Account to which such item originated and shall not commingle items from different Designated Accounts. (iii) For The Servicer shall have the benefit of the Residual Interestholderspower, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) shall be invested revocable by the Indenture Trustee in Eligible Investments selected in writing (or by the Servicer and Owner Trustee with the consent of which the Servicer provides notification (pursuant Indenture Trustee) to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, instruct the Indenture Trustee (subject to Section 6.1(c) make withdrawals and payments from the Designated Accounts for the purpose of permitting the Indenture) nor Servicer or the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by Owner Trustee to carry out its respective duties hereunder or on behalf of permitting the Indenture Trustee as secured party for to carry out its duties under the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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 InvestmentIndenture. (civ) The Indenture Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Trust Designated Accounts and in all proceeds thereof and all such funds, investments and proceeds shall be part of the Trust Estate(except Investment Earnings). Except as otherwise provided hereinherein or in the Indenture, the Trust Designated Accounts shall be under the sole exclusive dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at Securityholders and the Indenture Trustee shall have sole signature power and authority with respect thereto. (v) The Servicer shall not direct the Account Holder to make any time, investment of any Trust Account ceases funds or to sell any investment held in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be an Eligible Accountperfected 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 Account Holder to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall promptly notify deliver to the Indenture Trustee (unless such Trust Account is an account with Opinion of Counsel, acceptable to the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect , to such longer periodeffect. (c) after becoming aware Notwithstanding anything to the contrary in this Agreement, neither the Servicer nor any agent of the factServicer shall be authorized or empowered to acquire any other investments or engage in activities other than specifically provided herein, establish and, in particular, neither the Servicer nor any agent of the Servicer shall be authorized or empowered to do anything that would cause the Issuing Entity to fail to qualify as a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing to transfer any cash and/or any investments to such new Trust Accountgrantor trust for United States federal income tax purposes. (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 The Indenture Trustee, and, except as otherwise provided in the Transaction DocumentsOwner Trustee, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection AccountIntermediary, the Reserve Account Holder and the Certificate Distribution Accounteach other Eligible Institution with whom a Designated Account is maintained waives any right of set-off, there are no accounts required counterclaim, security interest or bankers’ lien to which it might otherwise be maintained under the Transaction Documentsentitled.

Establishment of Accounts. (a) The Servicer shall cause to be establishedestablished on or prior to the Closing Date: (i) For (x) Prior to the payment in full of the principal of and interest on the Notes, for the benefit of the Noteholders [and the Swap Counterparty,] in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the NoteholdersNoteholders [and the Swap Counterparty], which Eligible Account shall be established by and maintained with the Indenture Trustee or its designeedesignee and (y) following payment in full of the principal of and interest on the Notes, for the benefit of the Certificateholders, in the name of the Issuer, an Eligible Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders, which Eligible Account shall be established by and maintained with the Certificate Paying Agent, as Relevant Trustee, or its designee (the “Collection Account”). No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the NoteholdersNoteholders [and the Swap Counterparty], in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the NoteholdersNoteholders [and the Swap Counterparty], which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual InterestholdersCertificateholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual InterestholdersCertificateholders, which Eligible Account shall be established by and maintained with the Owner Trustee Certificate Paying Agent or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. Funds on deposit in the Certificate Distribution Account shall be held uninvested. (b) Funds on deposit in the Collection Account and Account[,][and] the Reserve Account [and the Swap Termination Payment Account (to the extent such account is established under Section 4.8(b))] (collectively, the “Trust Accounts”) ), if any, shall be invested by the Indenture Relevant Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and 11 Sale and Servicing Agreement (20[ ]-[ ]) agreed that neither the Servicer, the Indenture Relevant Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Relevant Trustee as secured party for the benefit of the Noteholders [and the Swap Counterparty;] (or if there are no Noteholders, for the Certificateholders); provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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 Relevant Trustee in writing to dispose of such Eligible Investment. (c) The Indenture Relevant 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Relevant Trustee for the benefit of the Noteholders [and the Swap Counterparty] (or if there are no Noteholders, for the Certificateholders). If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Relevant Trustee (unless such Trust Account is an account with the Indenture Relevant Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Relevant Trustee in writing 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) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 Indenture Trustee or such designee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its 12 Sale and Servicing Agreement (20[ ]-[ ]) 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 Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

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 Owner Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established: (i) For the benefit of the Noteholders established and maintained, in the name of the Indenture TrusteeTrust (or in such other name as shall be specified in the Sale and Servicing Agreement), an Eligible Account the trust collection account (the “Trust Collection Account”). The Trust Collection Account shall be established and maintained as an Eligible Account, and, subject to provisions of the Sale and Servicing 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 NoteholdersCertificateholders, which Eligible Account shall be established by and maintained in each case in accordance with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit Section 5.01 of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”Sale and Servicing Agreement. Subject to Section 5.01(b), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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. (c) The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Trust Accounts Collection Account and in all proceeds thereof and all such funds, investments and proceeds shall be part of the Trust Estatethereof. Except as otherwise expressly provided herein, the Trust Accounts Collection Account shall be under the sole dominion and control of the Indenture Owner Trustee for the benefit of the NoteholdersCertificateholders. If, at any time, any the Trust Collection Account ceases to be an Eligible AccountAccount or if the majority of Certificateholders, the Servicer shall promptly in their sole discretion, notify the Indenture Owner Trustee in writing that the Trust Collection Account should be moved, then the Owner Trustee (unless such or the Administrator on behalf of the Owner Trustee, if the Trust Collection Account is not then held by the Owner Trustee or an account with the Indenture TrusteeAffiliate thereof) in writing and shall within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an equivalent Eligible Account at a depository institution or trust company selected by a majority of the Certificateholders and shall direct the Indenture Trustee in writing to transfer any cash and/or any investments to such new Trust Accountaccount. (db) With respect to Concurrently with the Trust Account Propertyexecution and delivery of the Indenture, the parties hereto agree that: (i) any Trust Servicer will establish and maintain, or shall cause to be established and maintained, at the direction of the Depositor, the Collection Account Property that consists in the name of uninvested funds shall be held solely in Eligible Accounts and, except as otherwise provided herein, each such Eligible Account shall be subject to and under the exclusive custody and control of the Indenture Trustee in accordance with Section 5.01 of the Sale and Servicing Agreement. The Indenture Trustee will be obligated to transfer to the Owner Trustee, andfor the benefit of the Certificateholders, except as otherwise provided all funds or investments held in the Transaction DocumentsCollection Account on the Distribution Date on which the Notes 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 its designee investments and all proceeds thereof to the Owner Trustee for the benefit of the Certificateholders, which amounts the Owner Trustee shall have sole signature authority with respect thereto; (ii) any deposit into the Trust Collection Account. Amounts on deposit in the Trust Collection Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its designeeheld uninvested, 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to Owner Trustee shall not be maintained under the Transaction Documents.liable for any interest thereon. 13 (Nissan 2014-B Amended & Restated Trust Agreement)

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For the benefit of the Noteholders Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Principal Distribution Account”), which may be a subaccount of the Collection Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Principal Distribution Account. (iii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, with the Principal Distribution Account, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Permitted Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided provided, that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Permitted Investments. If U.S. Bank National Association is the Indenture Trustee, in the absence of such written investment direction, all funds shall be invested in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer or should that for any reason not be possible such funds shall be retained uninvested. All such Eligible Permitted Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts Collection Account shall be distributed to the Servicer as additional servicing compensation and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all All investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available by 10:00 a.m. New York City time on the Business Day immediately preceding the immediately following next Payment Date. No Eligible 11 Sale and Servicing Agreement (USAA 2017-1) Permitted Investment shall be sold or otherwise disposed of prior to its scheduled maturity unless a default occurs with respect to such Eligible Permitted Investment and the Servicer directs the Indenture Trustee in writing to dispose of such Eligible Permitted Investment. For the avoidance of doubt, with respect to each Payment Date, any interest and other income earned on funds in deposit in the Collection Account from the Business Day prior to such Payment Date through such Payment Date shall be paid to the Servicer. (c) 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee in writing (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing 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) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph; and (v) to the extent any Trust 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; and such institution acting as securities intermediary shall have at the time of entry of the account agreement one or more offices in the United States of America. (e) The Indenture Trustee, to the extent it is acting in the capacity of securities intermediary with respect to Trust 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 the relevant UCC, the jurisdiction of the Indenture Trustee as securities intermediary is the State of New York; and (iii) it has one or more offices in the United States of America engaged in a business or other regular activity of maintaining securities accounts. (f) 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. (g) Except for the Collection Account, the Reserve Account and the Certificate Principal Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

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, or shall cause to be established: (i) For the benefit of the Noteholders established and maintained, in the name of the Indenture TrusteeTrust (or in such other name as shall be specified in the Sale and Servicing Agreement), an Eligible Account the trust collection account (the “Trust Collection Account”). The Trust Collection Account shall be established and maintained as an Eligible Account, and, subject to provisions of the Sale and Servicing 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 NoteholdersCertificateholders, which Eligible Account shall be established by and maintained in each case in accordance with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit Section 5.01 of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”Sale and Servicing Agreement. Subject to Section 5.01(b), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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. (c) The Indenture Trustee Paying Agent shall possess all right, title and interest in all funds on deposit from time to time in the Trust Accounts Collection Account and in all proceeds thereof and all such funds, investments and proceeds shall be part of the Trust Estatethereof. Except as otherwise expressly provided herein, the Trust Accounts Collection Account shall be under the sole dominion and control of the Indenture Trustee Paying Agent for the benefit of the NoteholdersCertificateholders. If, at any time, any the Trust Collection Account ceases to be an Eligible AccountAccount or if the majority of Certificateholders, the Servicer shall promptly in their sole discretion, notify the Indenture Trustee Paying Agent in writing that the Trust Collection Account should be moved, then the Paying Agent (unless such or the Administrator on behalf of the Paying Agent, if the Trust Collection Account is not then held by the Paying Agent or an account with the Indenture TrusteeAffiliate thereof) in writing and shall within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an equivalent Eligible Account at a depository institution or trust company selected by a majority of the Certificateholders and shall direct the Indenture Trustee in writing to transfer any cash and/or any investments to such new Trust Accountaccount. (db) With respect to Concurrently with the Trust Account Propertyexecution and delivery of the Indenture, the parties hereto agree that: (i) any Trust Servicer will establish and maintain, or shall cause to be established and maintained, at the direction of the Depositor, the Collection Account Property that consists in the name of uninvested funds shall be held solely in Eligible Accounts and, except as otherwise provided herein, each such Eligible Account shall be subject to and under the exclusive custody and control of the Indenture TrusteeTrustee in accordance with Section 5.01 of the Sale and Servicing Agreement. The Indenture Trustee will be obligated to transfer to the Paying Agent, andfor the benefit of the Certificateholders, except as otherwise provided all funds or investments held in the Transaction DocumentsCollection Account on the Distribution Date on which the Notes 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 its designee investments and all proceeds thereof to the Paying Agent for the benefit of the Certificateholders, which amounts the Paying Agent shall have sole signature authority with respect thereto; (ii) any deposit into the Trust Collection Account. Amounts on deposit in the Trust Collection Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its designeeheld uninvested, 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to Paying Agent shall not be maintained under the Transaction Documents.liable for any interest thereon. 13 (Nissan 2015-A Amended & Restated Trust Agreement)

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For Servicer, for the benefit of the Noteholders Financial Parties, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account known as the Ally Auto Receivables Trust 2022-2 Collection Account (the “Collection Account”), bearing a an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Financial Parties. (b) The Servicer, for the benefit of the Noteholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account known as the Ally Auto Receivables Trust 2022-2 Note Distribution Account (the “Note Distribution Account”), bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (c) Each of the Designated Accounts shall be initially established with U.S. Bank National Association as the Account Holder. Funds deposited in each of the Designated Accounts shall be invested in the Investment Fund. Such investments shall, in each case, mature or, if such Eligible Investment does not mature, be liquidated as set forth in the definition of “Eligible Investments”; provided that neither the Servicer nor the Indenture Trustee shall have the power or right to change or alter the particular Eligible Investments identified in the definition of “Investment Fund” 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 Designated Accounts ceasing to be an Eligible 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 Eligible Investment set forth in the definition of “Investment Fund.” The Servicer shall have no power or right whatsoever to change or alter any of the initial specifications set forth in the definition of “Investment Fund”; provided that if the short-term debt obligations of such Account Holder cease to have the Required Deposit Rating (except that any Designated Account shall be established by and maintained with an Account Holder even if the short-term debt obligations of such Account Holder do not have the Required Deposit Rating, if such Account Holder maintains such Designated Account in its corporate trust department) (such occurrence, a “Ratings Status Event”), (i) the Servicer shall provide written notice within thirty (30) days of knowledge of such Rating Status Event to such Account Holder and the Rating Agencies and shall include the proposed Account Holder information in such notice; (ii) the Servicer shall open any necessary accounts at such proposed Account Holder within sixty (60) days of knowledge of such Ratings Status Event; and (iii) the Servicer shall provide written notice to such Account Holder instructing the Account Holder to transfer the Designated Accounts to another Account Holder that is an Eligible Institution; and provided further that should the Account Holder inform the Servicer or Indenture Trustee or its designee. No checks shall that no further investments may be issued, printed or honored made with respect to a specific Eligible Investment, then any additional funds shall be invested by that same Account Holder in an Eligible Investment in accordance with the Collection Accountdefinition of “Investment Fund. (ii) For the benefit of the Noteholders, ” Investments in Eligible Investments shall be made in the name of the Indenture TrusteeTrustee or its nominee, an Eligible and such investments shall not be sold or disposed of prior to their maturity, notwithstanding anything to the contrary provided in this Agreement. Investment Earnings on funds deposited in the Designated Accounts shall be payable to the Servicer. Each Account (the “Reserve Account”Holder holding a Designated Account as provided in this Section 5.01(b)(i), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with a “Securities Intermediary.” If a Securities Intermediary shall be a Person other than the Indenture Trustee or its designee. No checks U.S. Bank National Association, the Servicer shall be issued, printed or honored with obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5.01 and an Opinion of Counsel that such Person can perform such obligations. (d) With respect to the Reserve AccountDesignated Account Property, the Account Holder agrees, by its acceptance hereof, that: (i) Any Designated Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts. The Designated Accounts are accounts to which Financial Assets will be credited. (ii) All securities or other property underlying any Financial Assets credited to the Designated Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Designated Accounts be registered in the name of the Issuing Entity, the Servicer or the Depositor, payable to the order of the Issuing Entity, the Servicer or the Depositor or specially indorsed to the Issuing Entity, the Servicer or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect All property delivered to the Certificate Distribution Securities Intermediary pursuant to this Agreement will be credited upon receipt of such property to the appropriate Designated Account. (biv) Funds on deposit Each item of property (whether investments, investment property, Financial Assets, securities, instruments or cash) credited to a Designated Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Designated Accounts, the Securities Intermediary shall comply with such order without further consent by the Issuing Entity, the Servicer, the Depositor or any other Person. (vi) The Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the Collection Account UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Reserve Account Designated Accounts (collectively, as well as the “Trust Accounts”Security Entitlements related thereto) shall be invested governed by the laws of the State of New York. (vii) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to the Designated Accounts or any Financial Assets or other property credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Issuing Entity, the Depositor, the Servicer, the Account Holder or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(b)(ii)(E) hereof. (viii) Except for the claims and interest of the Indenture Trustee in the Designated Accounts, the Securities Intermediary has no actual knowledge of claims to, or interests in, the Designated Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Designated Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer and the Issuing Entity thereof. (ix) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Designated Accounts and any Designated Account Property simultaneously to each of the Servicer and the Indenture Trustee, at the addresses set forth in Appendix B to this Agreement. (x) The Account Holder shall maintain each item of Designated Account Property in the particular Designated Account to which such item originated and shall not commingle items from different Designated Accounts. (e) The Servicer shall have the power, revocable by the Indenture Trustee in Eligible Investments selected in writing (or by the Servicer and Owner Trustee with the consent of which the Servicer provides notification (pursuant Indenture Trustee) to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, instruct the Indenture Trustee (subject to Section 6.1(c) make withdrawals and payments from the Designated Accounts for the purpose of permitting the Indenture) nor Servicer or the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by Owner Trustee to carry out its respective duties hereunder or on behalf of permitting the Indenture Trustee as secured party for to carry out its duties under the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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 InvestmentIndenture. (cf) The Indenture Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Trust Designated Accounts and in all proceeds thereof and all such funds, investments and proceeds shall be part of the Trust Estate(except Investment Earnings). Except as otherwise provided hereinherein or in the Indenture, the Trust Designated Accounts shall be under the sole exclusive dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at Securityholders and the Indenture Trustee shall have sole signature power and authority with respect thereto. (g) The Servicer shall not direct the Account Holder to make any time, investment of any Trust Account ceases funds or to sell any investment held in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be an Eligible Accountperfected 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 Account Holder to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall promptly notify deliver to the Indenture Trustee (unless such Trust Account is an account with Opinion of Counsel, acceptable to the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect , to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing to transfer any cash and/or any investments to such new Trust Accounteffect. (dh) With respect Notwithstanding anything to the Trust Account Propertycontrary in this Agreement, neither the parties hereto agree that:Servicer nor any agent of the Servicer shall be authorized or empowered to acquire any other investments or engage in activities other than specifically provided herein, and, in particular, neither the Servicer nor any agent of the Servicer shall be authorized or empowered to do anything that would cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes. (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 The Indenture Trustee, and, except as otherwise provided in the Transaction DocumentsOwner Trustee, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection AccountIntermediary, the Reserve Account Holder and the Certificate Distribution Accounteach other Eligible Institution with whom a Designated Account is maintained waives any right of set-off, there are no accounts required counterclaim, security interest or bankers’ lien to which it might otherwise be maintained under the Transaction Documentsentitled.

Establishment of Accounts. (a) The Servicer shall cause to be establishedestablished on or prior to the Closing Date: (i) For (x) Prior to the payment in full of the principal of and interest on the Notes, for the benefit of the Noteholders in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that 10 Sale and Servicing Agreement (2016-2) the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designeedesignee and (y) following payment in full of the principal of and interest on the Notes, for the benefit of the Certificateholders, in the name of the Issuer, an Eligible Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders, which Eligible Account shall be established by and maintained with the Certificate Paying Agent, as Relevant Trustee, or its designee (the “Collection Account”). No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For Upon the issuance of any Definitive Certificate in accordance with the terms of the Trust Agreement, for the benefit of the Residual InterestholdersCertificateholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual InterestholdersCertificateholders, which Eligible Account shall be established by and maintained with the Owner Trustee Certificate Paying Agent or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. Funds on deposit in the Certificate Distribution Account shall be held uninvested. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) ), if any, shall be invested by the Indenture Relevant Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Relevant Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Relevant Trustee as secured party for the benefit of the Noteholders (or if there are no Noteholders, for the Certificateholders); provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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 Relevant Trustee in writing to dispose of such Eligible Investment. (c) 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing 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) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For the benefit of the Noteholders in the name of the Indenture Trustee, an Eligible Account (the “"Collection Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve "Principal Distribution Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual InterestholdersNoteholders, in the name of the IssuerIndenture Trustee, a non-interest bearing an Eligible Account (the “Certificate Distribution "Reserve Account”) "), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual InterestholdersNoteholders, which Eligible Account shall be established by and maintained with the Owner Indenture Trustee or its designee. No checks . (iv) For the benefit of the Noteholders, 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 Noteholders, which Eligible Account shall be issued, printed established by and maintained with the Indenture Trustee or honored with respect to the Certificate Distribution Accountits designee. (b) Funds on deposit in the Collection Account, the Pre-Funding Account, the Reserve Account and the Reserve Principal Distribution Account (collectively, the “"Trust Accounts”") shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding the immediately following next 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. (c) 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee in writing (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business Days (or any such longer period if the as to which each Rating Agency Condition is satisfied with respect to such longer periodmay consent) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing 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 is held in deposit accounts 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) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 Trust Account Property that is an “"uncertificated security” " under Article 8 of the UCC and that is not governed by clause (ivii) below above 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 's (or its designee’s's) ownership of such security on the books of the issuer thereofsecurity; 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) security 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 financial intermediary (as such term is defined in Section 8-102(a)(14313(4) of the UCC) acting solely for the Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For the benefit of the Noteholders Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Principal Distribution Account”), which may be a subaccount of the Collection Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Principal Distribution Account. (iii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, with the Principal Distribution Account, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Permitted Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided provided, that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Permitted Investments. If U.S. Bank National 708320802 14443670 11 Sale and Servicing Agreement (USAA 2014-1) Association is the Indenture Trustee, in the absence of such written investment direction, all funds shall be invested in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer or should that for any reason not be possible such funds shall be retained uninvested. All such Eligible Permitted Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts Collection Account shall be distributed to the Servicer as additional servicing compensation and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all All investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available by 10:00 a.m. New York City time on the Business Day immediately preceding the immediately following next Payment Date. No Eligible Permitted Investment shall be sold or otherwise disposed of prior to its scheduled maturity unless a default occurs with respect to such Eligible Permitted Investment and the Servicer directs the Indenture Trustee in writing to dispose of such Eligible Permitted Investment. For the avoidance of doubt, with respect to each Payment Date, any interest and other income earned on funds in deposit in the Collection Account from the Business Day prior to such Payment Date through such Payment Date shall be paid to the Servicer. (c) 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee in writing (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing 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) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 708320802 14443670 12 Sale and Servicing Agreement (USAA 2014-1) 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 Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Principal Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For the benefit of the Noteholders in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the IssuerTrust, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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. (c) 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business Days (or any such longer period if as to which each Rating Agency, after receiving notice thereof from the Rating Agency Condition is satisfied with respect to such longer periodServicer, may consent) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing 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) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to be maintained under the Transaction Documents.in

Establishment of Accounts. (a) The Servicer shall cause to be establishedestablished on or prior to the Closing Date: (i) For (x) Prior to the payment in full of the principal of and interest on the Notes, for the benefit of the Noteholders in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designeedesignee and (y) following payment in full of the principal of and interest on the Notes, for the benefit of the Certificateholders, in the name of the Issuer, an Eligible Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders, which Eligible Account shall be established by and maintained with the Certificate Paying Agent, as Relevant Trustee, or its designee (the “Collection Account”). No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual InterestholdersCertificateholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual InterestholdersCertificateholders, which Eligible Account shall be established by and maintained with the Owner Trustee Certificate Paying Agent or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. Funds on deposit in the Certificate Distribution Account shall be held uninvested. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) ), if any, shall be invested by the Indenture Relevant Trustee in Eligible 11 Sale and Servicing Agreement (2015-3) Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Relevant Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Relevant Trustee as secured party for the benefit of the Noteholders (or if there are no Noteholders, for the Certificateholders); provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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 Relevant Trustee in writing to dispose of such Eligible Investment. (c) The Indenture Relevant 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Relevant Trustee for the benefit of the Noteholders (or if there are no Noteholders, for the Certificateholders). If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Relevant Trustee (unless such Trust Account is an account with the Indenture Relevant Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Relevant Trustee in writing 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) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 12 Sale and Servicing Agreement (2015-3) 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 Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For the benefit of the Noteholders in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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. (c) 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing 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) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 12 Sale and Servicing Agreement (2011-4) or such designee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For the benefit of the Noteholders Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the 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 Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee and which may be a sub-account of the Collection Account. No checks shall be issued, printed or honored with respect to the Principal Distribution Account. (iii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit 10 Sale and Servicing Agreement of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account, the Reserve Account and the Reserve Principal Distribution Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Permitted Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided provided, that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Permitted Investments. All such Eligible Permitted Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts Collection Account and the Principal Distribution Account shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all All investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding the immediately following next Payment Date. No Eligible Permitted Investment shall be sold or otherwise disposed of prior to its scheduled maturity unless a default occurs with respect to such Eligible Permitted Investment and the Servicer directs the Indenture Trustee in writing to dispose of such Eligible Permitted Investment. (c) 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing 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) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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;; 11 Sale and Servicing Agreement (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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Principal Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For the benefit of the Noteholders Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the 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 Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee and which may be a sub-account of the Collection Account. No checks shall be issued, printed or honored with respect to the Principal Distribution Account. (iii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account, the Reserve Account and the Reserve Principal Distribution Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Permitted Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided provided, that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Permitted Investments. All such Eligible Permitted Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts Collection Account and the Principal Distribution Account shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all All investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding the immediately following next Payment Date. No Eligible Permitted Investment shall be sold or otherwise disposed of prior to its scheduled maturity unless a default occurs with respect to such Eligible Permitted Investment and the Servicer directs the Indenture Trustee in writing to dispose of such Eligible Permitted Investment. (c) 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing 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) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph. (v) To the extent any Trust Account Property is credited to a securities account, the account agreement establishing such securities account shall provide that the account agreement is governed solely 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; and such institution acting as securities intermediary shall have at the time of entry of the account agreement and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies the criteria provided in Article 4(1)(a) or (b) of the Hague Securities Convention. (e) The Indenture Trustee, to the extent it is acting in the capacity of securities intermediary with respect to Trust Account Property, represents, warrants and covenants that: (i) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(ii) of the relevant UCC, that in the ordinary course of its business maintains “securities accounts” for others, as such term is used in Section 8-501 of the relevant UCC, and an “intermediary” as defined in the Hague Securities Convention; (ii) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC, the jurisdiction of the Indenture Trustee as securities intermediary is the State of New York. Further, the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention; and (iii) the Indenture Trustee has and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America engaged in a business or other regular activity of maintaining securities account. (f) 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. (g) Except for the Collection Account, the Reserve Account and the Certificate Principal Distribution Account, there are no accounts required to be maintained under the Transaction Documents.. 14 2018-1 Sale & Servicing Agreement

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For the benefit of the Noteholders in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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. (c) 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing 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) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 12 Sale and Servicing Agreement (2011-2) or such designee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The MBFS USA (as Servicer hereunder) shall cause to be established: (i) For establish the benefit of following Accounts, on or before the Noteholders Closing Date, and maintain each as an Eligible Deposit Account in the name of the Indenture TrusteeTrustee (except that the Reserve Account shall be in the name of the Issuer), at an Eligible Account Institution (which shall initially be the Securities Intermediary, on behalf of the Indenture Trustee) for the benefit of: (i) the Securityholders, designated as the “Mercedes-Benz Auto Receivables Trust 2019-1 Collection Account, U.S. Bank National Association, Indenture Trustee” (the “Collection Account”); (ii) the Noteholders, designated as the “Mercedes-Benz Auto Receivables Trust 2019-1 Note Payment Account, U.S. Bank National Association, Indenture Trustee” (the “Note Payment Account”); and (iii) the Issuer, which has been pledged by the Issuer to the Indenture Trustee for the benefit of the Noteholders, designated as the “Mercedes-Benz Auto Receivables Trust 2019-1 Reserve Fund, U.S. Bank National Association, Indenture Trustee” (the “Reserve Fund”); in each case bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders, which Eligible Account related Persons. The Accounts shall be established by and maintained with under the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit control of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or Securities Intermediary on behalf of the Indenture Trustee as secured party for the benefit of the NoteholdersTrustee; provided, however, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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. (c) 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall may direct the Indenture Trustee in writing to transfer any cash and/or any investments make (or cause to be made) deposits to and withdrawals from the applicable Accounts in accordance with this Agreement and the other Basic Documents. All monies deposited from time to time in the Accounts shall be held by, or in the name of, the Indenture Trustee as part of the Trust Property, and all deposits to and withdrawals therefrom shall be made only upon the terms and conditions of the Basic Documents. Amounts on deposit in each Account shall, to the extent permitted by Applicable Law, be invested, as directed in writing by the Servicer, by the Eligible Institution then maintaining such new Trust AccountAccount 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. (db) With respect to The Issuer and the Trust Servicer agree that each Eligible Institution, with which an Account Propertyis established, the parties hereto will agree thatsubstantially as follows: (i) any Trust Account Property that consists of uninvested funds shall be held solely in Eligible Accounts and, except as otherwise provided herein, each it will comply with Entitlement Orders related to such Eligible Account shall be subject to the exclusive custody and control of account issued by the Indenture Trustee, and, except as otherwise provided in without further consent by the Transaction Documents, the Indenture Trustee or its designee shall have sole signature authority with respect theretoServicer; (ii) until termination of this Agreement, it will not enter into any Trust other agreement related to such Account Property that constitutes Physical Property shall be delivered pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee or its 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 designeeTrustee; (iii) any Trust all Account Property that is an “uncertificated security” under Article 8 of the UCC Collateral delivered or credited to it in connection with such account and that is not governed by clause all proceeds thereof will be promptly credited to such Account; (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 thereofit will treat all Account Collateral as Financial Assets; and (ivv) all Account Collateral will be physically delivered (accompanied by any Trust required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related 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) such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor 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 with respect thereto over which the Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraphhas Control. (ec) Except If on any Payment Date the sum of the amounts on deposit in the Collection Account for the related Collection Account, Period and the Reserve Account Fund on such Payment Date equals or exceeds the Note Balance, all accrued and unpaid interest thereon and all amounts due to the Servicer and the Certificate Distribution AccountTrustees, there are no accounts required all such amounts on deposit will be applied up to be maintained under the Transaction Documentsamounts necessary to retire the Notes and pay such amounts due.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For Servicer, for the benefit of the Noteholders and the Certificateholders, shall cause the Indenture Trustee to establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “"Collection Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (b) The Issuer, for the benefit of the Noteholders, shall cause the Indenture Trustee to establish with and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the "Note Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. The Issuer shall also cause to be established two administrative subaccounts within the Note Distribution Account at the Eligible Institution then maintaining the Note Distribution Account, which Eligible Account subaccounts shall be designated the "Interest Distribution Account" and the "Principal Distribution Account", respectively. The Interest Distribution Account and the Principal Distribution Account are established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Accountsolely for administrative purposes. (iic) For The Issuer, for the benefit of the NoteholdersNoteholders and the Certificateholders, shall cause the Indenture Trustee to establish with and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “"Reserve Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by Noteholders and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account.Certificateholders (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (bd) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which Servicer; provided, however, that if the Servicer provides notification (pursuant fails to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicerselect any Eligible Investment, the Indenture Trustee shall invest such funds in an Eligible Investment described in clause (subject to Section 6.1(cd) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in definition of "Eligible InvestmentsInvestment" herein. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the NoteholdersNoteholders or the Certificateholders, as applicable; provided, that for each Collection Period such amount shall be calculated on the Determination Date and on each Payment Date all interest and other investment income (net of losses and investment expensesNet Investment Losses) on funds on deposit in the Collection Account for the related Collection Period shall be paid to the Servicer as part of the servicing compensation or to the Indenture Trustee as compensation. Other than as permitted in writing by the Rating Agencies, funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall invested in Eligible Investments that will mature not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on later than the Business Day immediately preceding the immediately following next Payment Date. No Funds deposited in a Trust Account on a day that immediately precedes a Payment Date upon the maturity of any Eligible Investment shall Investments are not required to 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 Investmentinvested overnight. (ce) In the event that there are Net Investment Losses in Eligible Investments chosen by the Servicer, the Servicer shall deposit into the Collection Account, no later than one Business Day prior to the Payment Date, the amount of the Net Investment Losses. 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 Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as Indenture Trustee, in accordance with their terms. (i) 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, investments investment property, proceeds and proceeds income shall be part of the Trust Estate. Except , except as otherwise provided set forth herein, the . The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the NoteholdersNoteholders and the Certificateholders, as applicable. If, at any time, any Trust Account ceases to be an Eligible Deposit Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with or the Indenture TrusteeServicer on its behalf) in writing and shall within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) after becoming aware of the fact, establish a new Trust Account as an Eligible Deposit Account and shall direct the Indenture Trustee in writing to transfer any cash and/or or any investments from the account that is no longer an Eligible Deposit Account to such new the Trust Account. (dii) With respect to the Trust Account Property, the parties hereto agree Indenture Trustee agrees, by its acceptance hereof, that: (iA) any Trust Account Property that consists of uninvested funds is held in deposit accounts shall be held solely in the Eligible Accounts andDeposit Accounts, except as otherwise provided herein, subject to the last sentence of Section 5.01(f)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Transaction Documents, and the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (iiB) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 designeeTrustee; (C) 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 disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; (D) any Trust Account Property that 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 (E) any Trust Account Property that is a security entitlement shall be delivered in accordance with paragraph (d) of the definition herein of "Delivery" and shall be held pending maturity or disposition by the Indenture Trustee or a securities intermediary acting solely for the Indenture Trustee. (eiii) Except for The Servicer shall have the Collection Accountpower, revocable by the Reserve Account Indenture 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 and the Certificate Distribution Account, there are no accounts required to be maintained under Account for the Transaction Documentspurpose of withdrawing any amounts deposited in error into such accounts.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For the benefit of the Noteholders in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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. (c) 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing 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) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The Servicer shall cause to be establishedestablished on or prior to the Closing Date: (i) For (x) Prior to the payment in full of the principal of and interest on the Notes, for the benefit of the Noteholders in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designeedesignee and (y) following payment in full of the principal of and interest on the Notes, for the benefit of the Certificateholders, in the name of the Issuer, an Eligible Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders, which Eligible Account shall be established by and maintained with the Certificate Paying Agent, as Relevant Trustee, or its designee (the “Collection Account”). No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit 11 Sale and Servicing Agreement (DRIVE 2017-3) of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For Upon the issuance of any Definitive Certificate in accordance with the terms of the Trust Agreement, for the benefit of the Residual InterestholdersCertificateholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual InterestholdersCertificateholders, which Eligible Account shall be established by and maintained with the Owner Trustee Certificate Paying Agent or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. Funds on deposit in the Certificate Distribution Account shall be held uninvested. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) ), if any, shall be invested by the Indenture Relevant Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Relevant Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Relevant Trustee as secured party for the benefit of the Noteholders (or if there are no Noteholders, for the Certificateholders); provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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 Relevant Trustee in writing to dispose of such Eligible Investment. The Servicer acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of each purchase and sale of permitted investments or the Relevant Trustee’s receipt of a broker’s confirmation. The Servicer agrees that such notifications shall not be provided by the Relevant Trustee hereunder, and the Relevant Trustee shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. (c) The Indenture Relevant 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Relevant Trustee for the benefit of the Noteholders (or if there are no Noteholders, for the Certificateholders). If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Relevant Trustee (unless such Trust Account is an account with the Indenture Relevant Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Relevant Trustee in writing 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) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For for the benefit of the Noteholders Indenture Secured Parties in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the NoteholdersIndenture Secured Parties, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account.; (ii) For for the benefit of the NoteholdersIndenture Secured Parties, in the name of the Indenture Trustee, an Eligible Account (the “Note 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 or its designee; (iii) for the benefit of the Indenture Secured Parties, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the NoteholdersIndenture Secured Parties, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account.; (iiiiv) For for the benefit of the Residual InterestholdersIndenture Secured Parties, in the name of the IssuerIndenture Trustee, a non-interest bearing an Eligible Account (the “Certificate Distribution 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, if pre-funding is utilized, be established by and maintained with the Indenture Trustee or its designee; (v) for the benefit of the Indenture Secured Parties, in the name of the Indenture Trustee, an Eligible Account (the “Capitalized Interest 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, if pre-funding is utilized, be established by and maintained with the Indenture Trustee or its designee; and (vi) for the benefit of the Residual Interestholder, in the name of the Indenture Trustee, an Eligible Account (the “Residual Interest Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual InterestholdersInterestholder, which Eligible Account shall be established by and maintained with the Owner Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account, the Pre-Funding Account, the Swap Termination Payment Account, the Reserve Account and the Reserve Capitalized Interest Account (collectively, the “Trust Accounts”) shall each be invested by the Indenture Trustee (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise), bearing interest or sold at a discount, and maturing, unless payable on demand, no later than the Business Day immediately preceding the next Payment Date; provided that provided, however, it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall not be liable for any loss arising from such investment in Eligible InvestmentsInvestments unless the Eligible Investment was a direct obligation of the Indenture Trustee or unless such loss was caused by the Indenture Trustee’s negligence or willful misconduct (it being understood and acknowledged that no loss on any such Eligible Investment which was made in conformity with this Agreement and the instructions of the Servicer shall be considered “caused by the Indenture Trustee’s negligence or willful misconduct”). All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that Indenture Trustee on behalf of the Noteholders and the Insurer as their interests may appear. Funds deposited in the Collection Account on the day immediately preceding a Payment Date upon the maturity of any Eligible Investments are not required to be invested overnight. On each Payment Date Date, all interest and investment income (net of investment losses and expenses) on funds on deposit in the Collection Account and the Pre-Funding Account, as of the end of the Collection Period shall be included in Available Funds; and all interest and other investment income (net of investment losses and investment expenses) on funds on deposit in the Trust Accounts Reserve Account shall be distributed deposited into the Reserve Account. If any Trust Account shall cease to be an Eligible Account, the Servicer, with the consent of the Insurer so long as the Insurer is the Controlling Party, within five (5) Business Days shall, cause such accounts to be moved to an institution so that such account meets the definition of Eligible Account. (c) If (i) the Servicer and shall not be available have failed to pay the distributions provided give investment directions for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of any funds on deposit in the Trust Accounts Collection Account, the Pre-Funding Account or the Reserve Account to the Indenture Trustee by 2:00 p.m. Eastern Time (or such other time as may be agreed by the Issuer and Indenture Trustee) on any Business Day, (ii) a Default or Event of Default shall mature so that such funds will have occurred and be available on the Business Day immediately preceding the immediately following Payment Date. No Eligible Investment shall be sold or otherwise disposed of prior to its scheduled maturity unless a default occurs continuing with respect to the Notes but the Notes shall not have been declared due and payable or (iii) if the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied as if there had not been such Eligible Investment and the Servicer directs a declaration; then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in writing to dispose the Collection Account, the Pre-Funding Account or the Reserve Account, as the case may be, in Eligible Investments described in clause (vi) of such Eligible Investmentthe definition thereof. (ci) The Subject to the grant of the security interest pursuant to the Indenture Trustee in favor of the Indenture Trustee, the Issuer 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 and all such funds, investments investments, proceeds and proceeds income shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account Secured Parties as an Eligible Account and shall direct the Indenture Trustee in writing to transfer any cash and/or any investments to such new Trust Accounttheir interests may appear. (dii) With respect to the any Eligible Investments held from time to time in any Trust Account PropertyAccount, the parties hereto agree Indenture Trustee agrees that: (iA) any Trust Account Property Eligible Investment that consists of uninvested funds is held in deposit accounts shall be held solely in Eligible Accounts andbe, 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, and the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (iiB) any Trust Account Property Eligible Investment that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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” securities intermediary (as such term is defined in Federal Reserve Bank Operating Circular No. 7Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee; (C) any Eligible Investment that is a book-entry security 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 designeeTrustee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property Eligible Investment as described in such paragraph; and (D) any Eligible Investment that 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. (e) Except The Servicer shall have the power, revocable by the Insurer (so long as the Insurer is the Controlling Party and prior to the Termination Date), or by the Indenture Trustee, or the Owner Trustee, each with the prior written consent of the Insurer (so long as the Insurer is the Controlling Party and prior to the Termination Date) and the Indenture Trustee (after the Termination Date), to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the Collection Account, purpose of permitting the Reserve Account Servicer and the Certificate Distribution Account, there are no accounts required Indenture Trustee to be maintained under the Transaction Documentscarry out its respective duties hereunder.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For the benefit of the Noteholders Indenture Secured Parties in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the NoteholdersIndenture Secured Parties, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the NoteholdersIndenture Secured Parties, in the 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 or its designee. (iii) For the benefit of the Indenture Secured Parties, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the NoteholdersIndenture Secured Parties, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iiiiv) For the benefit of the Residual InterestholdersIndenture Secured Parties, in the name of the IssuerIndenture Trustee, a non-interest bearing an Eligible Account (the “Certificate Distribution Pre-Funding Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual InterestholdersIndenture Secured Parties, which Eligible Account shall be established by and maintained with the Owner Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account, the Principal Distribution Account, the Reserve Account, the Pre-Funding Account and the Reserve Swap Termination Payment Account (collectively, to the “Trust Accounts”extent such account is established under Section 4.8(b)) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. If no such written investment direction is provided to the Indenture Trustee by the Servicer, the Indenture Trustee shall hold such funds on deposit in the Collection Account, the Principal Distribution Account and the Reserve Account in WAMU LIBOR based Money Market Deposit Accounts and such funds on deposit in the Pre-Funding Account in DWS Money Market Series Institutional Shares Fund or, if such funds are no longer available, such funds shall be held uninvested. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4Indenture Secured Parties. Except to the extent the Rating Agency Condition is satisfiedsatisfied and the Note Insurer (unless the Note Insurer is not the Controlling Party) consents, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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. (c) 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the NoteholdersIndenture Secured Parties. If, at any time, any Trust Account ceases to be an Eligible Account, the 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 any such longer period if the as to which each Rating Agency Condition and the Note Insurer (unless the Note Insurer is satisfied with respect to such longer periodnot the Controlling Party) may consent) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing to transfer any cash and/or any investments to such new Trust Account. Not less than eight days prior to each Payment Date, the Indenture Trustee shall give notice to each Eligible Institution that holds Eligible Investments in money market deposit accounts in the Collection Account or the Pre-Funding Account that on such Payment Date the Indenture Trustee may be withdrawing all funds from such 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) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For Servicer, for the benefit of the Noteholders Financial Parties, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account known as the Ally Auto Receivables Trust 2018-2 Collection Account (the “Collection Account”), bearing a an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Financial Parties. (b) The Servicer, for the benefit of the Noteholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account known as the Ally Auto Receivables Trust 2018-2 Note Distribution Account (the “Note Distribution Account”), bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account . (c) Each of the Designated Accounts shall be initially established by and maintained with the Indenture Trustee or its designeeas the Account Holder. No checks Funds deposited in each of the Designated Accounts (including amounts, if any, which the Servicer is required to remit daily to the Collection Account pursuant to Section 5.02) shall be issuedinvested in the Investment Fund. Such investments shall, printed in each case, mature or, if such Eligible Investment does not mature, be liquidated as set forth in the definition of “Eligible Investments”; provided that neither the Servicer nor the Indenture Trustee shall have the power or honored right to change or alter the particular Eligible Investments identified in the definition of “Investment Fund” with respect to which such funds are invested; and provided further that the Collection AccountServicer shall provide written notice to the Indenture Trustee, promptly upon any investment in each of the Designated Accounts ceasing to be an Eligible 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 Eligible Investment set forth in the definition of “Investment Fund. ” The Servicer shall have no power or right whatsoever to change or alter any of the initial specifications set forth in the definition of “Investment Fund”; provided that if the short-term debt obligations of such Account Holder cease to have the Required Deposit Rating (except that any Designated Account shall be maintained with an Account Holder even if the short-term debt obligations of such Account Holder do not have the Required Deposit Rating, if such Account Holder maintains such Designated Account in its corporate trust department) (such occurrence, a “Ratings Status Event”), (i) the Servicer shall provide written notice within thirty (30) days of knowledge of such Rating Status Event to the Indenture Trustee or other Account Holder and the Rating Agencies and shall include the proposed Account Holder information in such notice; (ii) For the benefit Servicer shall open any necessary accounts at such proposed Account Holder within sixty (60) days of knowledge of such Ratings Status Event; and (iii) the NoteholdersServicer shall provide written notice to the Indenture Trustee or other Account Holder instructing the Account Holder to transfer the Designated Accounts to another Account Holder that is an Eligible Institution; and provided further that should the Account Holder inform the Servicer or Indenture Trustee that no further investments may be made with respect to a specific Eligible Investment, then any additional funds shall be invested by that same Account Holder in an Eligible Investment in accordance with the definition of “Investment Fund.” Investments in Eligible Investments shall be made in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designeenominee, and such investments shall not be sold or disposed of prior to their maturity, notwithstanding anything to the contrary provided in this Agreement. No checks Investment Earnings on funds deposited in the Designated Accounts shall be issuedpayable to the Servicer. Each Account Holder holding a Designated Account as provided in this Section 5.01(b)(i), printed or honored with shall be a “Securities Intermediary.” If a Securities Intermediary shall be a Person other than the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5.01 and an Opinion of Counsel that such Person can perform such obligations. (d) With respect to the Reserve AccountDesignated Account Property, the Account Holder agrees, by its acceptance hereof, that: (i) Any Designated Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts. The Designated Accounts are accounts to which Financial Assets will be credited. (ii) All securities or other property underlying any Financial Assets credited to the Designated Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Designated Accounts be registered in the name of the Issuing Entity, the Servicer or the Depositor, payable to the order of the Issuing Entity, the Servicer or the Depositor or specially indorsed to the Issuing Entity, the Servicer or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect All property delivered to the Certificate Distribution Securities Intermediary pursuant to this Agreement will be credited upon receipt of such property to the appropriate Designated Account. (biv) Funds on deposit Each item of property (whether investments, investment property, Financial Assets, securities, instruments or cash) credited to a Designated Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Designated Accounts, the Securities Intermediary shall comply with such order without further consent by the Issuing Entity, the Servicer, the Depositor or any other Person. (vi) The Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the Collection Account UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Reserve Account Designated Accounts (collectively, as well as the “Trust Accounts”Security Entitlements related thereto) shall be invested governed by the laws of the State of New York. (vii) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to the Designated Accounts or any Financial Assets or other property credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Issuing Entity, the Depositor, the Servicer, the Account Holder or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(b)(ii)(E) hereof. (viii) Except for the claims and interest of the Indenture Trustee in the Designated Accounts, the Securities Intermediary has no actual knowledge of claims to, or interests in, the Designated Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Designated Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer and the Issuing Entity thereof. (ix) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Designated Accounts and any Designated Account Property simultaneously to each of the Servicer and the Indenture Trustee, at the addresses set forth in Appendix B to this Agreement. (x) The Account Holder shall maintain each item of Designated Account Property in the particular Designated Account to which such item originated and shall not commingle items from different Designated Accounts. (e) The Servicer shall have the power, revocable by the Indenture Trustee in Eligible Investments selected in writing (or by the Servicer and Owner Trustee with the consent of which the Servicer provides notification (pursuant Indenture Trustee) to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, instruct the Indenture Trustee (subject to Section 6.1(c) make withdrawals and payments from the Designated Accounts for the purpose of permitting the Indenture) nor Servicer or the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by Owner Trustee to carry out its respective duties hereunder or on behalf of permitting the Indenture Trustee as secured party for to carry out its duties under the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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 InvestmentIndenture. (cf) The Indenture Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Trust Designated Accounts and in all proceeds thereof and all such funds, investments and proceeds shall be part of the Trust Estate(except Investment Earnings). Except as otherwise provided hereinherein or in the Indenture, the Trust Designated Accounts shall be under the sole exclusive dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at Securityholders and the Indenture Trustee shall have sole signature power and authority with respect thereto. (g) The Servicer shall not direct the Account Holder to make any time, investment of any Trust Account ceases funds or to sell any investment held in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be an Eligible Accountperfected 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 Account Holder to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall promptly notify deliver to the Indenture Trustee (unless such Trust Account is an account with Opinion of Counsel, acceptable to the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect , to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing to transfer any cash and/or any investments to such new Trust Accounteffect. (dh) With respect Notwithstanding anything to the Trust Account Propertycontrary in this Agreement, neither the parties hereto agree that:Servicer nor any agent of the Servicer shall be authorized or empowered to acquire any other investments or engage in activities other than specifically provided herein, and, in particular, neither the Servicer nor any agent of the Servicer shall be authorized or empowered to do anything that would cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes. (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 The Indenture Trustee, and, except as otherwise provided in the Transaction DocumentsOwner Trustee, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection AccountIntermediary, the Reserve Account Holder and the Certificate Distribution Accounteach other Eligible Institution with whom a Designated Account is maintained waives any right of set-off, there are no accounts required counterclaim, security interest or bankers’ lien to which it might otherwise be maintained under the Transaction Documentsentitled.

Establishment of Accounts. (a) The Servicer shall cause to be establishedestablished on or prior to the Closing Date: (i) For (x) Prior to the payment in full of the principal of and interest on the Notes, for the benefit of the Noteholders in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designeedesignee and (y) following payment in full of the principal of and interest on the Notes, for the benefit of the 11 Sale and Servicing Agreement (SDART 2017-3) Certificateholders, in the name of the Issuer, an Eligible Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders, which Eligible Account shall be established by and maintained with the Certificate Paying Agent, as Relevant Trustee, or its designee (the “Collection Account”). No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For Upon the issuance of any Definitive Certificate in accordance with the terms of the Trust Agreement, for the benefit of the Residual InterestholdersCertificateholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual InterestholdersCertificateholders, which Eligible Account shall be established by and maintained with the Owner Trustee Certificate Paying Agent or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. Funds on deposit in the Certificate Distribution Account shall be held uninvested. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) ), if any, shall be invested by the Indenture Relevant Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Relevant Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Relevant Trustee as secured party for the benefit of the Noteholders (or if there are no Noteholders, for the Certificateholders); provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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 Relevant Trustee in writing to dispose of such Eligible Investment. (c) . The Indenture Servicer acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of each purchase and sale of permitted investments or the Relevant Trustee’s receipt of a broker’s confirmation. The Servicer agrees that such notifications shall not be provided by the Relevant Trustee hereunder, and the Relevant Trustee shall possess all rightmake available, title and interest in all funds on deposit from time to time in the Trust Accounts upon request and in all proceeds thereof and all lieu of notifications, periodic account statements that reflect such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing to transfer any cash and/or any investments to such new Trust Accountinvestment activity. (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) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The Servicer shall cause to be establishedestablished on or prior to the Closing Date: (i) For (x) Prior to the payment in full of the principal of and interest on the Notes, for the benefit of the Noteholders in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designeedesignee and (y) following payment in full of the principal of and interest on the Notes, for the benefit of the Certificateholders, in the name of the Issuer, an Eligible Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders, which Eligible Account shall be established by and maintained with the Certificate Paying Agent, as Relevant Trustee, or its designee (the “Collection Account”). No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For Upon the issuance of any Definitive Certificate in accordance with the terms of the Trust Agreement, for the benefit of the Residual InterestholdersCertificateholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual InterestholdersCertificateholders, which Eligible Account shall be established by and maintained with the Owner Trustee Certificate Paying Agent or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. Funds on deposit in the Certificate Distribution Account shall be held uninvested. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) ), if any, shall be invested by the Indenture Relevant Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Relevant Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Relevant Trustee as secured party for the benefit of the Noteholders (or if there are no Noteholders, for the Certificateholders); provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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 Relevant Trustee in writing to dispose of such Eligible Investment. The Servicer acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of each purchase and sale of permitted investments or the Relevant Trustee’s receipt of a broker’s confirmation. The Servicer agrees that such notifications shall not be provided by the Relevant Trustee hereunder, and the Relevant Trustee shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. (c) The Indenture Relevant 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Relevant Trustee for the benefit of the Noteholders (or if there are no Noteholders, for the Certificateholders). If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Relevant Trustee (unless such Trust Account is an account with the Indenture Relevant Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Relevant Trustee in writing 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 Relevant Trustee, and, except as otherwise provided in the Transaction Documents, the Indenture Relevant Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Relevant Trustee or its designee, in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Relevant 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 Relevant Trustee or its designee in accordance with 13 Sale and Servicing Agreement (SDART 2021-3) paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Relevant Trustee or such designee, pending maturity or disposition, through continued registration of the Indenture Relevant 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 Trust Account Property as described in such paragraph; and (v) to the extent any Trust Account Property is credited to a securities account, the account agreement establishing such securities account shall provide that the account agreement is governed solely 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; and such institution acting as securities intermediary shall have at the time of entry of the account agreement and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies the criteria provided in Article 4(1)(a) or (b) of the Hague Securities Convention; the jurisdiction of such institution acting as securities intermediary with respect to such securities account shall be the State of New York; and (if the Indenture Trustee is not the securities intermediary with respect to such securities account) the Indenture Trustee, the Issuer and such securities intermediary shall agree in writing that such securities intermediary will comply with entitlement orders originated by the Indenture Trustee with respect to such securities account without further consent of the Issuer. (e) The Indenture Trustee, to the extent it is acting in the capacity of securities intermediary with respect to Trust Account Property, represents, warrants and covenants that: (i) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(ii) of the relevant UCC, that in the ordinary course of its business maintains “securities accounts” for others, as such term is used in Section 8-501 of the relevant UCC, and an “intermediary” as defined in the Hague Securities Convention; (ii) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC, the jurisdiction of the Indenture Trustee as securities intermediary is the State of New York. Further, the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention; and (iii) the Indenture Trustee has and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America engaged in a business or other regular activity of maintaining securities account. (f) 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. (g) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For Servicer, for the benefit of the Noteholders Financial Parties, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account known as the Ally Auto Receivables Trust 2024-1 Collection Account (the “Collection Account”), bearing a an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Financial Parties. (b) The Servicer, for the benefit of the Noteholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account known as the Ally Auto Receivables Trust 2024-1 Note Distribution Account (the “Note Distribution Account”), bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account . (c) Each of the Designated Accounts shall be initially established by and maintained with U.S. Bank National Association as the Account Holder. Funds deposited in each of the Designated Accounts shall be invested in the Investment Fund. Such investments shall, in each case, mature or, if such Eligible Investment does not mature, be liquidated as set forth in the definition of “Eligible Investments”; provided that neither the Servicer nor the Indenture Trustee shall have the power or its designee. No checks shall be issued, printed right to change or honored alter the particular Eligible Investments identified in the definition of “Investment Fund” with respect to which such funds are invested; and provided further that the Collection AccountServicer shall provide written notice to the Indenture Trustee, promptly upon any investment in each of the Designated Accounts ceasing to be an Eligible 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 Eligible Investment set forth in the definition of “Investment Fund. ” The Servicer shall have no power or right whatsoever to change or alter any of the initial specifications set forth in the definition of “Investment Fund”; provided that if the Designated Accounts cease to be Eligible Deposit Accounts (such occurrence, a “Ratings Status Event”), (i) the Servicer shall provide written notice within thirty (30) days of knowledge of such Rating Status Event to such Account Holder and the Rating Agencies and shall include the proposed Account Holder information in such notice; (ii) For the benefit Servicer shall open any necessary accounts at such proposed Account Holder within sixty (60) days of knowledge of such Ratings Status Event; and (iii) the Servicer shall provide written notice to such Account Holder instructing the Account Holder to transfer the Designated Accounts to another Account Holder that is an Eligible Institution or satisfying the conditions under clause (ii) of the Noteholdersdefinition of “Eligible Deposit Account”; and provided further that should the Account Holder inform the Servicer or Indenture Trustee that no further investments may be made with respect to a specific Eligible Investment, then any additional funds shall be invested by that same Account Holder in an Eligible Investment in accordance with the definition of “Investment Fund.” Investments in Eligible Investments shall be made in the name of the Indenture TrusteeTrustee or its nominee, an Eligible and such investments shall not be sold or disposed of prior to their maturity, notwithstanding anything to the contrary provided in this Agreement. Investment Earnings on funds deposited in the Designated Accounts shall be payable to the Servicer. Each Account (the “Reserve Account”Holder holding a Designated Account as provided in this Section 5.01(b)(i), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with a “Securities Intermediary.” If a Securities Intermediary shall be a Person other than the Indenture Trustee or its designee. No checks U.S. Bank National Association, the Servicer shall be issued, printed or honored with obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5.01 and an Opinion of Counsel that such Person can perform such obligations. (d) With respect to the Reserve AccountDesignated Account Property, the Account Holder agrees, by its acceptance hereof, that: (i) Any Designated Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts. The Designated Accounts are accounts to which Financial Assets will be credited. (ii) All securities or other property underlying any Financial Assets credited to the Designated Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Designated Accounts be registered in the name of the Issuing Entity, the Servicer or the Depositor, payable to the order of the Issuing Entity, the Servicer or the Depositor or specially indorsed to the Issuing Entity, the Servicer or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect All property delivered to the Certificate Distribution Securities Intermediary pursuant to this Agreement will be credited upon receipt of such property to the appropriate Designated Account. (biv) Funds on deposit Each item of property (whether investments, investment property, Financial Assets, securities, instruments or cash) credited to a Designated Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Designated Accounts, the Securities Intermediary shall comply with such order without further consent by the Issuing Entity, the Servicer, the Depositor or any other Person. (vi) The Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the Collection Account UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Reserve Account Designated Accounts (collectively, as well as the “Trust Accounts”Security Entitlements related thereto) shall be invested governed by the laws of the State of New York. (vii) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to the Designated Accounts or any Financial Assets or other property credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Issuing Entity, the Depositor, the Servicer, the Account Holder or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(b)(ii)(E) hereof. (viii) Except for the claims and interest of the Indenture Trustee in the Designated Accounts, the Securities Intermediary has no actual knowledge of claims to, or interests in, the Designated Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Designated Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer and the Issuing Entity thereof. (ix) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Designated Accounts and any Designated Account Property simultaneously to each of the Servicer and the Indenture Trustee, at the addresses set forth in Appendix B to this Agreement. (x) The Account Holder shall maintain each item of Designated Account Property in the particular Designated Account to which such item originated and shall not commingle items from different Designated Accounts. (e) The Servicer shall have the power, revocable by the Indenture Trustee in Eligible Investments selected in writing (or by the Servicer and Owner Trustee with the consent of which the Servicer provides notification (pursuant Indenture Trustee) to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, instruct the Indenture Trustee (subject to Section 6.1(c) make withdrawals and payments from the Designated Accounts for the purpose of permitting the Indenture) nor Servicer or the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by Owner Trustee to carry out its respective duties hereunder or on behalf of permitting the Indenture Trustee as secured party for to carry out its duties under the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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 InvestmentIndenture. (cf) The Indenture Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Trust Designated Accounts and in all proceeds thereof and all such funds, investments and proceeds shall be part of the Trust Estate(except Investment Earnings). Except as otherwise provided hereinherein or in the Indenture, the Trust Designated Accounts shall be under the sole exclusive dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at Securityholders and the Indenture Trustee shall have sole signature power and authority with respect thereto. (g) The Servicer shall not direct the Account Holder to make any time, investment of any Trust Account ceases funds or to sell any investment held in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be an Eligible Accountperfected 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 Account Holder to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall promptly notify deliver to the Indenture Trustee (unless such Trust Account is an account with Opinion of Counsel, acceptable to the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect , to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing to transfer any cash and/or any investments to such new Trust Accounteffect. (dh) With respect Notwithstanding anything to the Trust Account Propertycontrary in this Agreement, neither the parties hereto agree that:Servicer nor any agent of the Servicer shall be authorized or empowered to acquire any other investments or engage in activities other than specifically provided herein, and, in particular, neither the Servicer nor any agent of the Servicer shall be authorized or empowered to do anything that would cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes. (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 The Indenture Trustee, and, except as otherwise provided in the Transaction DocumentsOwner Trustee, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection AccountIntermediary, the Reserve Account Holder and the Certificate Distribution Accounteach other Eligible Institution with whom a Designated Account is maintained waives any right of set-off, there are no accounts required counterclaim, security interest or bankers’ lien to which it might otherwise be maintained under the Transaction Documentsentitled.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For Servicer, for the benefit of the Noteholders Financial Parties, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account known as the Ally Auto Receivables Trust 2022-3 Collection Account (the “Collection Account”), bearing a an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Financial Parties. (b) The Servicer, for the benefit of the Noteholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account known as the Ally Auto Receivables Trust 2022-3 Note Distribution Account (the “Note Distribution Account”), bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (c) Each of the Designated Accounts shall be initially established with U.S. Bank National Association as the Account Holder. Funds deposited in each of the Designated Accounts shall be invested in the Investment Fund. Such investments shall, in each case, mature or, if such Eligible Investment does not mature, be liquidated as set forth in the definition of “Eligible Investments”; provided that neither the Servicer nor the Indenture Trustee shall have the power or right to change or alter the particular Eligible Investments identified in the definition of “Investment Fund” 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 Designated Accounts ceasing to be an Eligible 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 Eligible Investment set forth in the definition of “Investment Fund.” The Servicer shall have no power or right whatsoever to change or alter any of the initial specifications set forth in the definition of “Investment Fund”; provided that if the short-term debt obligations of such Account Holder cease to have the Required Deposit Rating (except that any Designated Account shall be established by and maintained with an Account Holder even if the short-term debt obligations of such Account Holder do not have the Required Deposit Rating, if such Account Holder maintains such Designated Account in its corporate trust department) (such occurrence, a “Ratings Status Event”), (i) the Servicer shall provide written notice within thirty (30) days of knowledge of such Rating Status Event to such Account Holder and the Rating Agencies and shall include the proposed Account Holder information in such notice; (ii) the Servicer shall open any necessary accounts at such proposed Account Holder within sixty (60) days of knowledge of such Ratings Status Event; and (iii) the Servicer shall provide written notice to such Account Holder instructing the Account Holder to transfer the Designated Accounts to another Account Holder that is an Eligible Institution; and provided further that should the Account Holder inform the Servicer or Indenture Trustee or its designee. No checks shall that no further investments may be issued, printed or honored made with respect to a specific Eligible Investment, then any additional funds shall be invested by that same Account Holder in an Eligible Investment in accordance with the Collection Accountdefinition of “Investment Fund. (ii) For the benefit of the Noteholders, ” Investments in Eligible Investments shall be made in the name of the Indenture TrusteeTrustee or its nominee, an Eligible and such investments shall not be sold or disposed of prior to their maturity, notwithstanding anything to the contrary provided in this Agreement. Investment Earnings on funds deposited in the Designated Accounts shall be payable to the Servicer. Each Account (the “Reserve Account”Holder holding a Designated Account as provided in this Section 5.01(b)(i), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with a “Securities Intermediary.” If a Securities Intermediary shall be a Person other than the Indenture Trustee or its designee. No checks U.S. Bank National Association, the Servicer shall be issued, printed or honored with obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5.01 and an Opinion of Counsel that such Person can perform such obligations. (d) With respect to the Reserve AccountDesignated Account Property, the Account Holder agrees, by its acceptance hereof, that: (i) Any Designated Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts. The Designated Accounts are accounts to which Financial Assets will be credited. (ii) All securities or other property underlying any Financial Assets credited to the Designated Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Designated Accounts be registered in the name of the Issuing Entity, the Servicer or the Depositor, payable to the order of the Issuing Entity, the Servicer or the Depositor or specially indorsed to the Issuing Entity, the Servicer or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect All property delivered to the Certificate Distribution Securities Intermediary pursuant to this Agreement will be credited upon receipt of such property to the appropriate Designated Account. (biv) Funds on deposit Each item of property (whether investments, investment property, Financial Assets, securities, instruments or cash) credited to a Designated Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Designated Accounts, the Securities Intermediary shall comply with such order without further consent by the Issuing Entity, the Servicer, the Depositor or any other Person. (vi) The Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the Collection Account UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Reserve Account Designated Accounts (collectively, as well as the “Trust Accounts”Security Entitlements related thereto) shall be invested governed by the laws of the State of New York. (vii) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to the Designated Accounts or any Financial Assets or other property credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Issuing Entity, the Depositor, the Servicer, the Account Holder or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(b)(ii)(E) hereof. (viii) Except for the claims and interest of the Indenture Trustee in the Designated Accounts, the Securities Intermediary has no actual knowledge of claims to, or interests in, the Designated Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Designated Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer and the Issuing Entity thereof. (ix) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Designated Accounts and any Designated Account Property simultaneously to each of the Servicer and the Indenture Trustee, at the addresses set forth in Appendix B to this Agreement. (x) The Account Holder shall maintain each item of Designated Account Property in the particular Designated Account to which such item originated and shall not commingle items from different Designated Accounts. (e) The Servicer shall have the power, revocable by the Indenture Trustee in Eligible Investments selected in writing (or by the Servicer and Owner Trustee with the consent of which the Servicer provides notification (pursuant Indenture Trustee) to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, instruct the Indenture Trustee (subject to Section 6.1(c) make withdrawals and payments from the Designated Accounts for the purpose of permitting the Indenture) nor Servicer or the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by Owner Trustee to carry out its respective duties hereunder or on behalf of permitting the Indenture Trustee as secured party for to carry out its duties under the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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 InvestmentIndenture. (cf) The Indenture Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Trust Designated Accounts and in all proceeds thereof and all such funds, investments and proceeds shall be part of the Trust Estate(except Investment Earnings). Except as otherwise provided hereinherein or in the Indenture, the Trust Designated Accounts shall be under the sole exclusive dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at Securityholders and the Indenture Trustee shall have sole signature power and authority with respect thereto. (g) The Servicer shall not direct the Account Holder to make any time, investment of any Trust Account ceases funds or to sell any investment held in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be an Eligible Accountperfected 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 Account Holder to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall promptly notify deliver to the Indenture Trustee (unless such Trust Account is an account with Opinion of Counsel, acceptable to the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect , to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing to transfer any cash and/or any investments to such new Trust Accounteffect. (dh) With respect Notwithstanding anything to the Trust Account Propertycontrary in this Agreement, neither the parties hereto agree that:Servicer nor any agent of the Servicer shall be authorized or empowered to acquire any other investments or engage in activities other than specifically provided herein, and, in particular, neither the Servicer nor any agent of the Servicer shall be authorized or empowered to do anything that would cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes. (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 The Indenture Trustee, and, except as otherwise provided in the Transaction DocumentsOwner Trustee, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection AccountIntermediary, the Reserve Account Holder and the Certificate Distribution Accounteach other Eligible Institution with whom a Designated Account is maintained waives any right of set-off, there are no accounts required counterclaim, security interest or bankers’ lien to which it might otherwise be maintained under the Transaction Documentsentitled.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For Servicer, for the benefit of the Noteholders Financial Parties, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account known as the Ally Auto Receivables Trust 2024-2 Collection Account (the “Collection Account”), bearing a an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Financial Parties. (b) The Servicer, for the benefit of the Noteholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account known as the Ally Auto Receivables Trust 2024-2 Note Distribution Account (the “Note Distribution Account”), bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account . (c) Each of the Designated Accounts shall be initially established by and maintained with U.S. Bank National Association as the Account Holder. Funds deposited in each of the Designated Accounts shall be invested in the Investment Fund. Such investments shall, in each case, mature or, if such Eligible Investment does not mature, be liquidated as set forth in the definition of “Eligible Investments”; provided that neither the Servicer nor the Indenture Trustee shall have the power or its designee. No checks shall be issued, printed right to change or honored alter the particular Eligible Investments identified in the definition of “Investment Fund” with respect to which such funds are invested; and provided further that the Collection AccountServicer shall provide written notice to the Indenture Trustee, promptly upon any investment in each of the Designated Accounts ceasing to be an Eligible 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 Eligible Investment set forth in the definition of “Investment Fund. ” The Servicer shall have no power or right whatsoever to change or alter any of the initial specifications set forth in the definition of “Investment Fund”; provided that if the Designated Accounts cease to be Eligible Deposit Accounts (such occurrence, a “Ratings Status Event”), (i) the Servicer shall provide written notice within thirty (30) days of knowledge of such Rating Status Event to such Account Holder and the Rating Agencies and shall include the proposed Account Holder information in such notice; (ii) For the benefit Servicer shall open any necessary accounts at such proposed Account Holder within sixty (60) days of knowledge of such Ratings Status Event; and (iii) the Servicer shall provide written notice to such Account Holder instructing the Account Holder to transfer the Designated Accounts to another Account Holder that is an Eligible Institution or satisfying the conditions under clause (ii) of the Noteholdersdefinition of “Eligible Deposit Account”; and provided further that should the Account Holder inform the Servicer or Indenture Trustee that no further investments may be made with respect to a specific Eligible Investment, then any additional funds shall be invested by that same Account Holder in an Eligible Investment in accordance with the definition of “Investment Fund.” Investments in Eligible Investments shall be made in the name of the Indenture TrusteeTrustee or its nominee, an Eligible and such investments shall not be sold or disposed of prior to their maturity, notwithstanding anything to the contrary provided in this Agreement. Investment Earnings on funds deposited in the Designated Accounts shall be payable to the Servicer. Each Account (the “Reserve Account”Holder holding a Designated Account as provided in this Section 5.01(b)(i), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with a “Securities Intermediary.” If a Securities Intermediary shall be a Person other than the Indenture Trustee or its designee. No checks U.S. Bank National Association, the Servicer shall be issued, printed or honored with obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5.01 and an Opinion of Counsel that such Person can perform such obligations. (d) With respect to the Reserve AccountDesignated Account Property, the Account Holder agrees, by its acceptance hereof, that: (i) Any Designated Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts. The Designated Accounts are accounts to which Financial Assets will be credited. (ii) All securities or other property underlying any Financial Assets credited to the Designated Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Designated Accounts be registered in the name of the Issuing Entity, the Servicer or the Depositor, payable to the order of the Issuing Entity, the Servicer or the Depositor or specially indorsed to the Issuing Entity, the Servicer or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect All property delivered to the Certificate Distribution Securities Intermediary pursuant to this Agreement will be credited upon receipt of such property to the appropriate Designated Account. (biv) Funds on deposit Each item of property (whether investments, investment property, Financial Assets, securities, instruments or cash) credited to a Designated Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Designated Accounts, the Securities Intermediary shall comply with such order without further consent by the Issuing Entity, the Servicer, the Depositor or any other Person. (vi) The Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the Collection Account UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Reserve Account Designated Accounts (collectively, as well as the “Trust Accounts”Security Entitlements related thereto) shall be invested governed by the laws of the State of New York. (vii) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to the Designated Accounts or any Financial Assets or other property credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Issuing Entity, the Depositor, the Servicer, the Account Holder or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(b)(ii)(E) hereof. (viii) Except for the claims and interest of the Indenture Trustee in the Designated Accounts, the Securities Intermediary has no actual knowledge of claims to, or interests in, the Designated Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Designated Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer and the Issuing Entity thereof. (ix) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Designated Accounts and any Designated Account Property simultaneously to each of the Servicer and the Indenture Trustee, at the addresses set forth in Appendix B to this Agreement. (x) The Account Holder shall maintain each item of Designated Account Property in the particular Designated Account to which such item originated and shall not commingle items from different Designated Accounts. (e) The Servicer shall have the power, revocable by the Indenture Trustee in Eligible Investments selected in writing (or by the Servicer and Owner Trustee with the consent of which the Servicer provides notification (pursuant Indenture Trustee) to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, instruct the Indenture Trustee (subject to Section 6.1(c) make withdrawals and payments from the Designated Accounts for the purpose of permitting the Indenture) nor Servicer or the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by Owner Trustee to carry out its respective duties hereunder or on behalf of permitting the Indenture Trustee as secured party for to carry out its duties under the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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 InvestmentIndenture. (cf) The Indenture Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Trust Designated Accounts and in all proceeds thereof and all such funds, investments and proceeds shall be part of the Trust Estate(except Investment Earnings). Except as otherwise provided hereinherein or in the Indenture, the Trust Designated Accounts shall be under the sole exclusive dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at Securityholders and the Indenture Trustee shall have sole signature power and authority with respect thereto. (g) The Servicer shall not direct the Account Holder to make any time, investment of any Trust Account ceases funds or to sell any investment held in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be an Eligible Accountperfected 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 Account Holder to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall promptly notify deliver to the Indenture Trustee (unless such Trust Account is an account with Opinion of Counsel, acceptable to the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect , to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing to transfer any cash and/or any investments to such new Trust Accounteffect. (dh) With respect Notwithstanding anything to the Trust Account Propertycontrary in this Agreement, neither the parties hereto agree that:Servicer nor any agent of the Servicer shall be authorized or empowered to acquire any other investments or engage in activities other than specifically provided herein, and, in particular, neither the Servicer nor any agent of the Servicer shall be authorized or empowered to do anything that would cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes. (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 The Indenture Trustee, and, except as otherwise provided in the Transaction DocumentsOwner Trustee, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection AccountIntermediary, the Reserve Account Holder and the Certificate Distribution Accounteach other Eligible Institution with whom a Designated Account is maintained waives any right of set-off, there are no accounts required counterclaim, security interest or bankers’ lien to which it might otherwise be maintained under the Transaction Documentsentitled.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For Servicer, for the benefit of the Noteholders Financial Parties, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account known as the Ally Auto Receivables Trust 2019-3 Collection Account (the “Collection Account”), bearing a an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Financial Parties. (b) The Servicer, for the benefit of the Noteholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account known as the Ally Auto Receivables Trust 2019-3 Note Distribution Account (the “Note Distribution Account”), bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account . (c) Each of the Designated Accounts shall be initially established by and maintained with the Indenture Trustee or its designeeas the Account Holder. No checks Funds deposited in each of the Designated Accounts shall be issuedinvested in the Investment Fund. Such investments shall, printed in each case, mature or, if such Eligible Investment does not mature, be liquidated as set forth in the definition of “Eligible Investments”; provided that neither the Servicer nor the Indenture Trustee shall have the power or honored right to change or alter the particular Eligible Investments identified in the definition of “Investment Fund” with respect to which such funds are invested; and provided further that the Collection AccountServicer shall provide written notice to the Indenture Trustee, promptly upon any investment in each of the Designated Accounts ceasing to be an Eligible 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 Eligible Investment set forth in the definition of “Investment Fund. ” The Servicer shall have no power or right whatsoever to change or alter any of the initial specifications set forth in the definition of “Investment Fund”; provided that if the short-term debt obligations of such Account Holder cease to have the Required Deposit Rating (except that any Designated Account shall be maintained with an Account Holder even if the short-term debt obligations of such Account Holder do not have the Required Deposit Rating, if such Account Holder maintains such Designated Account in its corporate trust department) (such occurrence, a “Ratings Status Event”), (i) the Servicer shall provide written notice within thirty (30) days of knowledge of such Rating Status Event to the Indenture Trustee or other Account Holder and the Rating Agencies and shall include the proposed Account Holder information in such notice; (ii) For the benefit Servicer shall open any necessary accounts at such proposed Account Holder within sixty (60) days of knowledge of such Ratings Status Event; and (iii) the NoteholdersServicer shall provide written notice to the Indenture Trustee or other Account Holder instructing the Account Holder to transfer the Designated Accounts to another Account Holder that is an Eligible Institution; and provided further that should the Account Holder inform the Servicer or Indenture Trustee that no further investments may be made with respect to a specific Eligible Investment, then any additional funds shall be invested by that same Account Holder in an Eligible Investment in accordance with the definition of “Investment Fund.” Investments in Eligible Investments shall be made in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designeenominee, and such investments shall not be sold or disposed of prior to their maturity, notwithstanding anything to the contrary provided in this Agreement. No checks Investment Earnings on funds deposited in the Designated Accounts shall be issuedpayable to the Servicer. Each Account Holder holding a Designated Account as provided in this Section 5.01(b)(i), printed or honored with shall be a “Securities Intermediary.” If a Securities Intermediary shall be a Person other than the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5.01 and an Opinion of Counsel that such Person can perform such obligations. (d) With respect to the Reserve AccountDesignated Account Property, the Account Holder agrees, by its acceptance hereof, that: (i) Any Designated Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts. The Designated Accounts are accounts to which Financial Assets will be credited. (ii) All securities or other property underlying any Financial Assets credited to the Designated Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Designated Accounts be registered in the name of the Issuing Entity, the Servicer or the Depositor, payable to the order of the Issuing Entity, the Servicer or the Depositor or specially indorsed to the Issuing Entity, the Servicer or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect All property delivered to the Certificate Distribution Securities Intermediary pursuant to this Agreement will be credited upon receipt of such property to the appropriate Designated Account. (biv) Funds on deposit Each item of property (whether investments, investment property, Financial Assets, securities, instruments or cash) credited to a Designated Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Designated Accounts, the Securities Intermediary shall comply with such order without further consent by the Issuing Entity, the Servicer, the Depositor or any other Person. (vi) The Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the Collection Account UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Reserve Account Designated Accounts (collectively, as well as the “Trust Accounts”Security Entitlements related thereto) shall be invested governed by the laws of the State of New York. (vii) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to the Designated Accounts or any Financial Assets or other property credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Issuing Entity, the Depositor, the Servicer, the Account Holder or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(b)(ii)(E) hereof. (viii) Except for the claims and interest of the Indenture Trustee in the Designated Accounts, the Securities Intermediary has no actual knowledge of claims to, or interests in, the Designated Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Designated Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer and the Issuing Entity thereof. (ix) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Designated Accounts and any Designated Account Property simultaneously to each of the Servicer and the Indenture Trustee, at the addresses set forth in Appendix B to this Agreement. (x) The Account Holder shall maintain each item of Designated Account Property in the particular Designated Account to which such item originated and shall not commingle items from different Designated Accounts. (e) The Servicer shall have the power, revocable by the Indenture Trustee in Eligible Investments selected in writing (or by the Servicer and Owner Trustee with the consent of which the Servicer provides notification (pursuant Indenture Trustee) to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, instruct the Indenture Trustee (subject to Section 6.1(c) make withdrawals and payments from the Designated Accounts for the purpose of permitting the Indenture) nor Servicer or the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by Owner Trustee to carry out its respective duties hereunder or on behalf of permitting the Indenture Trustee as secured party for to carry out its duties under the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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 InvestmentIndenture. (cf) The Indenture Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Trust Designated Accounts and in all proceeds thereof and all such funds, investments and proceeds shall be part of the Trust Estate(except Investment Earnings). Except as otherwise provided hereinherein or in the Indenture, the Trust Designated Accounts shall be under the sole exclusive dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at Securityholders and the Indenture Trustee shall have sole signature power and authority with respect thereto. (g) The Servicer shall not direct the Account Holder to make any time, investment of any Trust Account ceases funds or to sell any investment held in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be an Eligible Accountperfected 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 Account Holder to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall promptly notify deliver to the Indenture Trustee (unless such Trust Account is an account with Opinion of Counsel, acceptable to the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect , to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing to transfer any cash and/or any investments to such new Trust Accounteffect. (dh) With respect Notwithstanding anything to the Trust Account Propertycontrary in this Agreement, neither the parties hereto agree that:Servicer nor any agent of the Servicer shall be authorized or empowered to acquire any other investments or engage in activities other than specifically provided herein, and, in particular, neither the Servicer nor any agent of the Servicer shall be authorized or empowered to do anything that would cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes. (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 The Indenture Trustee, and, except as otherwise provided in the Transaction DocumentsOwner Trustee, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection AccountIntermediary, the Reserve Account Holder and the Certificate Distribution Accounteach other Eligible Institution with whom a Designated Account is maintained waives any right of set-off, there are no accounts required counterclaim, security interest or bankers’ lien to which it might otherwise be maintained under the Transaction Documentsentitled.

Establishment of Accounts. (a) The Servicer shall cause to be establishedestablished on or prior to the Closing Date: (i) For (x) Prior to the payment in full of the principal of and interest on the Notes, for the benefit of the Noteholders in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designeedesignee and (y) following payment in full of the principal of and interest on the Notes, for the benefit of the Certificateholders, in the name of the Issuer, an Eligible Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders, which Eligible Account shall be established by and maintained with the Certificate Paying Agent, as Relevant Trustee, or its designee (the “Collection Account”). No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For Upon the issuance of any Definitive Certificate in accordance with the terms of the Trust Agreement, for the benefit of the Residual InterestholdersCertificateholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual InterestholdersCertificateholders, which Eligible Account shall be established by and maintained with the Owner Trustee Certificate Paying Agent or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. Funds on deposit in the Certificate Distribution Account shall be held uninvested. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) ), if any, shall be invested by the Indenture Relevant Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Relevant Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such 12 Sale and Servicing Agreement (SDART 2023-6) Eligible Investments shall be held by or on behalf of the Indenture Relevant Trustee as secured party for the benefit of the Noteholders (or if there are no Noteholders, for the Certificateholders); provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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 Relevant Trustee in writing to dispose of such Eligible Investment. The Servicer acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of each purchase and sale of permitted investments or the Relevant Trustee’s receipt of a broker’s confirmation. The Servicer agrees that such notifications shall not be provided by the Relevant Trustee hereunder, and the Relevant Trustee shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. (c) The Indenture Relevant 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Relevant Trustee for the benefit of the Noteholders (or if there are no Noteholders, for the Certificateholders). If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Relevant Trustee (unless such Trust Account is an account with the Indenture Relevant Trustee) in writing and within 10 Business Days thirty (30) days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Relevant Trustee in writing 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 Relevant Trustee, and, except as otherwise provided in the Transaction Documents, the Indenture Relevant Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Relevant Trustee or its designee, in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Relevant 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For Servicer, for the benefit of the Noteholders Financial Parties, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account known as the Ally Auto Receivables Trust 2019-1 Collection Account (the “Collection Account”), bearing a an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Financial Parties. (b) The Servicer, for the benefit of the Noteholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account known as the Ally Auto Receivables Trust 2019-1 Note Distribution Account (the “Note Distribution Account”), bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account . (c) Each of the Designated Accounts shall be initially established by and maintained with the Indenture Trustee or its designeeas the Account Holder. No checks Funds deposited in each of the Designated Accounts (including amounts, if any, which the Servicer is required to remit daily to the Collection Account pursuant to Section 5.02) shall be issuedinvested in the Investment Fund. Such investments shall, printed in each case, mature or, if such Eligible Investment does not mature, be liquidated as set forth in the definition of “Eligible Investments”; provided that neither the Servicer nor the Indenture Trustee shall have the power or honored right to change or alter the particular Eligible Investments identified in the definition of “Investment Fund” with respect to which such funds are invested; and provided further that the Collection AccountServicer shall provide written notice to the Indenture Trustee, promptly upon any investment in each of the Designated Accounts ceasing to be an Eligible 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 Eligible Investment set forth in the definition of “Investment Fund. ” The Servicer shall have no power or right whatsoever to change or alter any of the initial specifications set forth in the definition of “Investment Fund”; provided that if the short-term debt obligations of such Account Holder cease to have the Required Deposit Rating (except that any Designated Account shall be maintained with an Account Holder even if the short-term debt obligations of such Account Holder do not have the Required Deposit Rating, if such Account Holder maintains such Designated Account in its corporate trust department) (such occurrence, a “Ratings Status Event”), (i) the Servicer shall provide written notice within thirty (30) days of knowledge of such Rating Status Event to the Indenture Trustee or other Account Holder and the Rating Agencies and shall include the proposed Account Holder information in such notice; (ii) For the benefit Servicer shall open any necessary accounts at such proposed Account Holder within sixty (60) days of knowledge of such Ratings Status Event; and (iii) the NoteholdersServicer shall provide written notice to the Indenture Trustee or other Account Holder instructing the Account Holder to transfer the Designated Accounts to another Account Holder that is an Eligible Institution; and provided further that should the Account Holder inform the Servicer or Indenture Trustee that no further investments may be made with respect to a specific Eligible Investment, then any additional funds shall be invested by that same Account Holder in an Eligible Investment in accordance with the definition of “Investment Fund.” Investments in Eligible Investments shall be made in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designeenominee, and such investments shall not be sold or disposed of prior to their maturity, notwithstanding anything to the contrary provided in this Agreement. No checks Investment Earnings on funds deposited in the Designated Accounts shall be issuedpayable to the Servicer. Each Account Holder holding a Designated Account as provided in this Section 5.01(b)(i), printed or honored with shall be a “Securities Intermediary.” If a Securities Intermediary shall be a Person other than the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5.01 and an Opinion of Counsel that such Person can perform such obligations. (d) With respect to the Reserve AccountDesignated Account Property, the Account Holder agrees, by its acceptance hereof, that: (i) Any Designated Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts. The Designated Accounts are accounts to which Financial Assets will be credited. (ii) All securities or other property underlying any Financial Assets credited to the Designated Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Designated Accounts be registered in the name of the Issuing Entity, the Servicer or the Depositor, payable to the order of the Issuing Entity, the Servicer or the Depositor or specially indorsed to the Issuing Entity, the Servicer or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect All property delivered to the Certificate Distribution Securities Intermediary pursuant to this Agreement will be credited upon receipt of such property to the appropriate Designated Account. (biv) Funds on deposit Each item of property (whether investments, investment property, Financial Assets, securities, instruments or cash) credited to a Designated Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Designated Accounts, the Securities Intermediary shall comply with such order without further consent by the Issuing Entity, the Servicer, the Depositor or any other Person. (vi) The Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the Collection Account UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Reserve Account Designated Accounts (collectively, as well as the “Trust Accounts”Security Entitlements related thereto) shall be invested governed by the laws of the State of New York. (vii) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to the Designated Accounts or any Financial Assets or other property credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Issuing Entity, the Depositor, the Servicer, the Account Holder or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(b)(ii)(E) hereof. (viii) Except for the claims and interest of the Indenture Trustee in the Designated Accounts, the Securities Intermediary has no actual knowledge of claims to, or interests in, the Designated Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Designated Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer and the Issuing Entity thereof. (ix) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Designated Accounts and any Designated Account Property simultaneously to each of the Servicer and the Indenture Trustee, at the addresses set forth in Appendix B to this Agreement. (x) The Account Holder shall maintain each item of Designated Account Property in the particular Designated Account to which such item originated and shall not commingle items from different Designated Accounts. (e) The Servicer shall have the power, revocable by the Indenture Trustee in Eligible Investments selected in writing (or by the Servicer and Owner Trustee with the consent of which the Servicer provides notification (pursuant Indenture Trustee) to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, instruct the Indenture Trustee (subject to Section 6.1(c) make withdrawals and payments from the Designated Accounts for the purpose of permitting the Indenture) nor Servicer or the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by Owner Trustee to carry out its respective duties hereunder or on behalf of permitting the Indenture Trustee as secured party for to carry out its duties under the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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 InvestmentIndenture. (cf) The Indenture Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Trust Designated Accounts and in all proceeds thereof and all such funds, investments and proceeds shall be part of the Trust Estate(except Investment Earnings). Except as otherwise provided hereinherein or in the Indenture, the Trust Designated Accounts shall be under the sole exclusive dominion and control of the Indenture Trustee for the benefit of the Noteholders. If, at Securityholders and the Indenture Trustee shall have sole signature power and authority with respect thereto. (g) The Servicer shall not direct the Account Holder to make any time, investment of any Trust Account ceases funds or to sell any investment held in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be an Eligible Accountperfected 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 Account Holder to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall promptly notify deliver to the Indenture Trustee (unless such Trust Account is an account with Opinion of Counsel, acceptable to the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect , to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing to transfer any cash and/or any investments to such new Trust Accounteffect. (dh) With respect Notwithstanding anything to the Trust Account Propertycontrary in this Agreement, neither the parties hereto agree that:Servicer nor any agent of the Servicer shall be authorized or empowered to acquire any other investments or engage in activities other than specifically provided herein, and, in particular, neither the Servicer nor any agent of the Servicer shall be authorized or empowered to do anything that would cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes. (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 The Indenture Trustee, and, except as otherwise provided in the Transaction DocumentsOwner Trustee, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection AccountIntermediary, the Reserve Account Holder and the Certificate Distribution Accounteach other Eligible Institution with whom a Designated Account is maintained waives any right of set-off, there are no accounts required counterclaim, security interest or bankers’ lien to which it might otherwise be maintained under the Transaction Documentsentitled.

Establishment of Accounts. (a) The MBFS USA (as Servicer hereunder) shall cause to be established: (i) For establish the benefit of following Accounts, on or before the Noteholders Closing Date, and maintain each as an Eligible Deposit Account in the name of the Indenture Trustee (except that the Reserve Account shall be in the name of the Issuer), at the Securities Intermediary, on behalf of the Indenture Trustee, an Eligible Account for the benefit of: (i) the Securityholders, designated as the “Mercedes-Benz Auto Receivables Trust 2020-1 Collection Account, U.S. Bank National Association, Indenture Trustee” (the “Collection Account”); (ii) the Noteholders, designated as the “Mercedes-Benz Auto Receivables Trust 2020-1 Note Payment Account, U.S. Bank National Association, Indenture Trustee” (the “Note Payment Account”); and (iii) the Issuer, which has been pledged by the Issuer to the Indenture Trustee for the benefit of the Noteholders, designated as the “Mercedes-Benz Auto Receivables Trust 2020-1 Reserve Fund, U.S. Bank National Association, Indenture Trustee” (the “Reserve Fund”); in each case bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders, which Eligible Account related Persons. The Accounts shall be established by and maintained with under the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit control of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or Securities Intermediary on behalf of the Indenture Trustee as secured party for the benefit of the NoteholdersTrustee; provided, however, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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 may direct the Indenture Trustee in writing to dispose of such Eligible Investment. make (cor cause to be made) The Indenture Trustee shall possess all right, title deposits to and interest withdrawals from the applicable Accounts in all funds on deposit accordance with this Agreement and the other Basic Documents. All monies deposited from time to time in the Trust Accounts and in all proceeds thereof and all such funds, investments and proceeds shall be held by, or in the name of, the Indenture Trustee as part of the Trust Estate. Except as otherwise provided hereinProperty, the Trust Accounts 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 extent permitted by Applicable Law, be invested, as directed in writing by the NoteholdersServicer, in Eligible Investments. If, at any time, any Trust Account of the Accounts ceases to be an Eligible Deposit Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with the Indenture Trustee) shall, as soon as commercially practicable but in writing and any event within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact60 calendar days, establish and maintain a new Trust Eligible Deposit Account as an Eligible for such Account and shall direct the Indenture Trustee for all cash and investments held in writing to transfer any cash and/or any investments to such new Trust Account. (db) With respect to The Issuer and the Trust Servicer agree that each institution, with which an Account Propertyis established, the parties hereto will agree thatsubstantially as follows: (i) any Trust Account Property that consists of uninvested funds shall be held solely in Eligible Accounts and, except as otherwise provided herein, each it will comply with Entitlement Orders related to such Eligible Account shall be subject to the exclusive custody and control of account issued by the Indenture Trustee, and, except as otherwise provided in without further consent by the Transaction Documents, the Indenture Trustee or its designee shall have sole signature authority with respect theretoServicer; (ii) until termination of this Agreement, it will not enter into any Trust other agreement related to such Account Property that constitutes Physical Property shall be delivered pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee or its 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 designeeTrustee; (iii) any Trust all Account Property that is an “uncertificated security” under Article 8 of the UCC Collateral delivered or credited to it in connection with such account and that is not governed by clause all proceeds thereof will be promptly credited to such Account; (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 thereofit will treat all Account Collateral as Financial Assets; and (ivv) all Account Collateral will be physically delivered (accompanied by any Trust required endorsements) to, or credited to an account in the name of, the institution maintaining the related 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) such institution’s customary procedures such that such institution establishes a Security Entitlement in favor 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 with respect thereto over which the Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraphhas Control. (ec) Except If on any Payment Date the sum of the amounts on deposit in the Collection Account for the related Collection Account, Period and the Reserve Account Fund on such Payment Date equals or exceeds the Note Balance, all accrued and unpaid interest thereon and all amounts due to the Servicer and the Certificate Distribution AccountTrustees, there are no accounts required all such amounts on deposit will be applied up to be maintained under the Transaction Documentsamounts necessary to retire the Notes and pay such amounts due.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For the benefit of the Noteholders [and the Swap Counterparty,] in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the NoteholdersNoteholders [and the Swap Counterparty], which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the NoteholdersNoteholders [and the Swap Counterparty], in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the NoteholdersNoteholders [and the Swap Counterparty], which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account and Account, the Reserve Account [and the Swap Termination Payment Account (to the extent such account is established under Section 4.8(b))] (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; Noteholders [and the Swap Counterparty;] provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so 11 Sale and Servicing Agreement (20[ ]-[ ]) that such funds will be available on the Business Day immediately preceding 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. (c) 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the NoteholdersNoteholders [and the Swap Counterparty]. If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer periodperiods) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing 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) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 12 Sale and Servicing Agreement (20[ ]-[ ]) 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 Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Distributions Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For the benefit of the Noteholders in the name of the Indenture Collection Account. The Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the NoteholdersMBIA, shall establish and maintain with a Qualified Institution, which Eligible Account shall may be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the NoteholdersTrustee, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit on behalf of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, in the name of the IssuerTrust, a non-interest bearing Eligible Account segregated trust account with the corporate trust department of such Qualified Institution (the “Certificate Distribution "Collection Account”") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Residual Interestholders, which Eligible MBIA and shall cause such Collection Account shall to be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and State of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible InvestmentsNew York. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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. (c) The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Trust Accounts Collection Account and in all proceeds thereof thereof. The Initial Deposit and all such funds, investments proceeds of the Seller Interest and proceeds the Transferors' interest in the Collateral and the Note Trust shall be part deposited to the Collection Account upon receipt. Funds on deposit in the Collection Account subject to receipt by the Trustee of written investment directions, shall at all times be invested in Permitted Investments. All such investments shall be made in the name of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of MBIA and the Noteholdersholder of the Transferor Interest. If, at any timeUnless otherwise directed by MBIA after consultation with the holder of the Transferor Interest, any Trust Account ceases to be an Eligible Account, the Servicer such investment shall promptly notify the Indenture Trustee (unless mature and such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing 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, available for withdrawal on or prior to [the 15th of each such Eligible Account calendar month] and shall be subject remain uninvested to the exclusive custody and control extent required for distribution as MBIA, in consultation with the holder of the Indenture TrusteeTransferor Interest, and, except as otherwise provided shall specify. The Trustee shall maintain for the benefit of MBIA possession of the negotiable instruments or securities evidencing the Permitted Investments described in the Transaction Documents, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its designee, in accordance with paragraph clause (a) of the definition thereof from the time of “Delivery” and purchase thereof until the time of sale or maturity; provided, that, no such investment shall be held, pending disposed of prior to its maturity or disposition, solely by date. All interest and earnings (net of losses and investment expenses) on funds on deposit in the Indenture Trustee or any such designee; (iii) any Trust Collection Account Property that is an “uncertificated security” under Article 8 shall become part 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection Account. Subject to the restrictions set forth above, MBIA or a Person designated in writing by MBIA, of which the Reserve Account and Trustee shall have received written notification thereof, shall have the Certificate Distribution authority to instruct the Trustee with respect to the investment of funds on deposit in the Collateral Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The Servicer shall cause to be establishedestablished on or prior to the Closing Date: (i) For (x) Prior to the payment in full of the principal of and interest on the Notes, for the benefit of the Noteholders in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designeedesignee and (y) following payment in full of the principal of and interest on the Notes, for the benefit of the Certificateholders, in the name of the Issuer, an Eligible Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders, which Eligible Account shall be established by and maintained with the Certificate Paying Agent, as Relevant Trustee, or its designee (the “Collection Account”). No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For Upon the issuance of any Definitive Certificate in accordance with the terms of the Trust Agreement, for the benefit of the Residual InterestholdersCertificateholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual InterestholdersCertificateholders, which Eligible Account shall be established by and maintained with the Owner Trustee Certificate Paying Agent or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. Funds on deposit in the Certificate Distribution Account shall be held uninvested. (b) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) ), if any, shall be invested by the Indenture Relevant Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Relevant Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Relevant Trustee as secured party for the benefit of the Noteholders (or if there are no Noteholders, for the Certificateholders); provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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 Relevant Trustee in writing to dispose of such Eligible Investment. The Servicer acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of each purchase and sale of permitted investments or the Relevant Trustee’s receipt of a broker’s confirmation. The Servicer agrees that such notifications shall not be provided by the Relevant Trustee hereunder, and the Relevant Trustee shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. (c) The Indenture Relevant 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Relevant Trustee for the benefit of the Noteholders (or if there are no Noteholders, for the Certificateholders). If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer shall promptly notify the Indenture Relevant Trustee (unless such Trust Account is an account with the Indenture Relevant Trustee) in writing and within 10 Business Days thirty (30) days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Relevant Trustee in writing 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 Relevant Trustee, and, except as otherwise provided in the Transaction Documents, the Indenture Relevant Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Relevant Trustee or its designee, in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Relevant 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 Relevant Trustee or its designee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Relevant Trustee or such designee, pending maturity or disposition, through continued registration of the Indenture Relevant 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 Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to be maintained under the Transaction Documents.;

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For the benefit of the Noteholders Indenture Secured Parties in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the NoteholdersIndenture Secured Parties, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the NoteholdersIndenture Secured Parties, in the 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 or its designee. (iii) For the benefit of the Indenture Secured Parties, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the NoteholdersIndenture Secured Parties, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iiiiv) For the benefit of the Residual InterestholdersIndenture Secured Parties, in the name of the IssuerIndenture Trustee, a non-interest bearing an Eligible Account (the “Certificate Distribution Pre-Funding Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual InterestholdersIndenture Secured Parties, which Eligible Account shall be established by and maintained with the Owner Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (b) Funds on deposit in the Collection Account, the Principal Distribution Account, the Reserve Account, the Pre-Funding Account and the Reserve Swap Termination Payment Account (collectively, to the “Trust Accounts”extent such account is established under Section 4.8(b)) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. 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. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders; provided, that on each Payment Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided for in Section 4.4Indenture Secured Parties. Except to the extent the Rating Agency Condition is satisfiedsatisfied and the Note Insurer (unless the Note Insurer is not the Controlling Party) consents, all investments of funds on deposit in the Trust Accounts shall mature so that such funds will be available on the Business Day immediately preceding 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. (c) 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 and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the NoteholdersIndenture Secured Parties. If, at any time, any Trust Account ceases to be an Eligible Account, the 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 any such longer period if the as to which each Rating Agency Condition and the Note Insurer (unless the Note Insurer is satisfied with respect to such longer periodnot the Controlling Party) may consent) after becoming aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing 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) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its 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 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 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 Trust Account Property as described in such paragraph. (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to be maintained under the Transaction Documents.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For Servicer, for the benefit of the Noteholders and the Certificateholders, shall cause the Securities Intermediary to establish, and on and after the Closing Date the Securities Intermediary shall maintain, in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the NoteholdersNoteholders and the Certificateholders. If at any time the institution maintaining the Collection Account ceases to be an Eligible Institution or an Eligible Trust Account Institution, which Eligible Account shall be established by the Securities Intermediary and maintained with the Indenture Trustee will, or its designee. No checks shall be issuedwill cooperate with the Servicer to, printed or honored with respect to as applicable, cause the Collection AccountAccount to be moved to an Eligible Institution or Eligible Trust Account Institution within thirty (30) days (or such longer period in respect of which the Rating Agency Condition shall have been satisfied). (iib) For The Issuer, for the benefit of the Noteholders, shall cause the Securities Intermediary to establish, and on and after the Closing Date the Securities Intermediary shall maintain, in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. The Issuer shall also cause to be established two administrative subaccounts within the Note Distribution Account at the Eligible Institution or Eligible Trust Account Institution, as applicable, then maintaining the Note Distribution Account, which subaccounts shall be designated the “Interest Distribution Account” and the “Principal Distribution Account”, respectively. The Interest Distribution Account and the Principal Distribution Account are established and maintained solely for administrative purposes. If at any time the institution maintaining the Note Distribution Account or the related subaccounts ceases to be an Eligible Institution or an Eligible Trust Account Institution, the Securities Intermediary and the Indenture Trustee will, or will cooperate with the Servicer (on behalf of the Issuer) to, as applicable, cause the Note Distribution Account and the related subaccounts to be moved to an Eligible Institution or Eligible Trust Account Institution within thirty (30) days (or such longer period in respect of which the Rating Agency Condition shall have been satisfied). (c) The Issuer, for the benefit of the Noteholders, shall cause the Securities Intermediary to establish, and on and after the Closing Date the Securities Intermediary shall maintain, in the name of the Indenture Trustee an Eligible Deposit Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the NoteholdersNoteholders and the Certificateholders. If at any time the institution maintaining the Reserve Account ceases to be an Eligible Institution or an Eligible Trust Account Institution, which Eligible Account shall be established by the Securities Intermediary and maintained with the Indenture Trustee will, or its designee. No checks shall be issuedwill cooperate with the Servicer (on behalf of the Issuer) to, printed or honored with respect to as applicable, cause the Reserve AccountAccount to be moved to an Eligible Institution or Eligible Trust Account Institution within thirty (30) days (or such longer period in respect of which the Rating Agency Condition shall have been satisfied). (iii) For the benefit of the Residual Interestholders, in the name of the Issuer, a non-interest bearing Eligible Account (the “Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution Account. (bd) Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which Servicer; provided, however, that if (i) the Servicer provides notification (pursuant shall have failed to standing instructions give investment directions for any funds on deposit in the Reserve Account or otherwise); provided that it is understood and agreed that neither the Servicer, Collection Account to the Indenture Trustee by 11:00 a.m., New York City time (subject or such other time as may be agreed by the Administrator and the Indenture Trustee), on any Business Day or (ii) a Default or Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 6.1(c) 5.02 of the IndentureIndenture or (iii) nor if the Issuer Notes shall be liable for any loss arising have been declared due and payable following an Event of Default and 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 investment a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in investments that are Eligible InvestmentsInvestments in accordance with the standing instructions most recently given in writing by the Servicer. Funds on deposit in the Note Distribution Account shall remain uninvested. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the NoteholdersNoteholders or the Certificateholders, as applicable; provided, that for each Collection Period such amount shall be calculated on the Determination Date. On each Payment Date all interest and other investment income (net of losses and investment expensesNet Investment Losses) on funds on deposit in the Trust Accounts shall (i) Collection Account for the related Collection Period will be distributed released to the Servicer Depositor; and shall not (ii) Reserve Account for the related Collection Period will be available released to pay the distributions provided for in Section 4.4. Except Depositor, upon the direction of the Servicer, to the extent the Rating Agency Condition is satisfied, all investments of that funds on deposit in the Trust Accounts Reserve Account on such Payment Date, after giving effect to all withdrawals therefrom on such Payment Date, exceed the Specified Reserve Account Balance. Other than as permitted in writing by the Rating Agencies with respect to the Reserve Account, funds on deposit in the Collection Account and the Reserve Account shall be invested in Eligible Investments that will mature so that such funds will be available on not later than the Business Day immediately preceding the immediately following next 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 Funds deposited in the Collection Account and the Servicer directs Reserve Account on a day that immediately precedes a Payment Date upon the Indenture Trustee in writing maturity of any Eligible Investments are not required to dispose of such Eligible Investmentbe invested overnight. (ce) In the event that there are Net Investment Losses in Eligible Investments chosen by the Servicer, the Servicer shall deposit into the Collection Account, no later than one (1) Business Day prior to the Payment Date, the amount of the Net Investment Losses. 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 Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as Indenture Trustee, in accordance with their terms. (i) The Trust 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, investments investment property, proceeds and proceeds income shall be part of the Trust Estate. Except , except as otherwise provided set forth herein, the . The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the NoteholdersNoteholders and the Certificateholders, as applicable. If, at any time, any Trust Account ceases to be an Eligible Deposit Account, the Securities Intermediary (or the Servicer on its behalf) shall promptly notify the Indenture Trustee within ten (unless such Trust Account is an account with the Indenture Trustee10) in writing and within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period, not to exceed thirty (30) after becoming aware of the factcalendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall direct the Indenture Trustee in writing to transfer any cash and/or or any investments from the account that is no longer an Eligible Deposit Account to such the new Trust Account. (dii) With respect to the Trust Account Property, the parties hereto agree Indenture Trustee agrees, by its acceptance hereof, that: (iA) any Trust Account Property that consists of uninvested funds is held in deposit accounts shall be held solely in the Eligible Accounts andDeposit Accounts, except as otherwise provided herein, subject to the last sentence of Section 5.01(f)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Transaction Documents, and the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (iiB) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its designee, in accordance with paragraph (a) of the definition herein of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any a securities intermediary (as such designeeterm is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee; (iiiC) 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 herein of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; (D) any Trust Account Property that is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (ivC) below above shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c) of the definition herein of “Delivery” and shall be maintained by the Indenture Trustee or such designeeTrustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its designeenominee’s) ownership of such security on the books of the issuer thereofsecurity; and (ivE) any Trust Account Property that is an uncertificated a 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 entitlement shall be delivered in accordance with paragraph (bd) of the definition herein of “Delivery” and shall be maintained held pending maturity or disposition by the Indenture Trustee or its designee or a securities intermediary acting solely for the Indenture Trustee. (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 Trust Accounts and the Certificate Distribution Account for the purpose of withdrawing any amounts deposited in error into such accounts. (g) The Servicer, the Trust, the Indenture Trustee and the Securities Intermediary agree as follows: (i) each of the Collection Account and the Reserve Account is, and will be maintained as, a “securities account” (as such term is defined in Section 8-102(a)(14) 501 of the UCC) acting solely for the Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph.); (eii) Except for the Securities Intermediary is acting, and will act as a “securities intermediary” (as defined in the UCC) with respect to the Collection Account and the Reserve Account, ; (iii) this Agreement (together with the Indenture) is the only agreement entered into among the parties with respect to the Collection Account and the Reserve Account and the Certificate Distribution parties will not enter into any other agreement related to the Collection Account or the Reserve Account; and (iv) at the time of this Agreement, there and continuously thereafter, the Securities Intermediary shall have a place of business in the United States at which any of the activities of the Securities Intermediary are no carried on and which (i) alone or together with other offices of the Securities Intermediary or with other persons acting for the Securities Intermediary in the United States or another nation (A) effects or monitors entries to securities accounts, (B) administers payments or corporate actions relating to securities held with the Securities Intermediary or such other persons, or (C) is otherwise engaged in a business or other regular activity of maintaining securities accounts; or (ii) is identified by an account number, bank code, or other specific means of identification as maintaining securities accounts required in the United States. (h) The Securities Intermediary shall be entitled to be maintained all of same rights, protections and indemnities as the Indenture Trustee has under the Transaction DocumentsIndenture.

Establishment of Accounts. (a) The Servicer shall cause to be established: (i) For The Servicer, for the benefit of the Noteholders Certificateholders, shall establish and maintain at The Chase Manhattan Bank in the name of the Indenture Trustee, an Trustee one or more Eligible Account Deposit Accounts (the “"Collection Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account Certificateholders. The Servicer shall be established by establish and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. (ii) For the benefit of the Noteholders, maintain at The Chase Manhattan Bank in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Reserve "Class A Distribution Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Account Class A Certificateholders. The Servicer shall be established by establish and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Reserve Account. (iii) For the benefit of the Residual Interestholders, maintain at The Chase Manhattan Bank in the name of the Issuer, a non-interest bearing Trustee an Eligible Deposit Account (the “Certificate "Class B Distribution Account”) "), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholders, which Eligible Account shall be established by and maintained with the Owner Trustee or its designee. No checks shall be issued, printed or honored with respect to the Certificate Distribution AccountClass B Certificateholders. (bii) Funds on deposit in the Collection Account, the Payahead Account, the Class A Distribution Account and the Reserve Class B Distribution Account (collectively, the “Trust "Accounts”") shall be established and maintained with the Paying Agent and shall be invested by the Indenture Trustee Paying Agent in Eligible Investments selected in writing by the Servicer for all Accounts other than the Payahead Account and of which by the Servicer provides notification Depositor for the Payahead Account (pursuant to standing instructions delivered to an Authorized Officer of the Paying Agent or otherwiseother written notice so delivered); provided that provided, however, it is understood and agreed that neither the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer Paying Agent shall not be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by the Trustee (or Paying Agent on behalf of the Indenture Trustee as secured party Trustee) for the benefit of the Noteholdersbeneficiaries of the applicable Account; provided, that on each Payment Distribution Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts therein shall be distributed to withdrawn from the Accounts (other than the Payahead Account) at the written direction of the Servicer and shall not be available to pay the distributions provided for in Section 4.4. Except paid to the extent Servicer; provided further, that on each Distribution Date all interest and other investment income (net of losses and investment expenses) on funds on deposit therein shall be withdrawn from the Rating Agency Condition is satisfied, all investments of funds Payahead Account and shall be paid to the Depositor. Funds on deposit in the Trust Accounts shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately Transfer Date preceding the immediately following Payment Distribution Date. No Funds deposited in an Account on a Transfer Date which immediately precedes a Distribution Date or upon the maturity of any Eligible Investment shall Investments are not required to 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 Investmentinvested overnight. (ciii) 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, proceeds and proceeds income shall be part of the Trust EstateProperty. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the NoteholdersCertificateholders. If, at any time, any Trust Account of the Accounts ceases to be an Eligible Deposit Account, the Servicer shall promptly notify the Indenture Trustee (unless such Trust Account is an account with or the Indenture TrusteeServicer on its behalf) in writing and shall within 10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period, as to which each Rating Agency may consent) after becoming aware of the fact, establish a new Trust Account as an Eligible Deposit Account and shall direct the Indenture Trustee in writing to transfer any cash and/or any investments to such new Trust Account. In connection with the foregoing, the Servicer agrees that, in the event that any of the Accounts are not accounts with the Trustee, the Servicer shall notify the Trustee in writing promptly upon any of such Accounts ceasing to be an Eligible Deposit Account. (div) The Servicer shall have the power, revocable by the Trustee, to instruct the Trustee and the Collateral Agent in writing to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer to carry out its duties hereunder or permitting the Trustee and the Paying Agent to carry out their respective duties. (i) The Servicer shall establish and maintain in the name of The Chase Manhattan Bank, as Collateral Agent, an Eligible Deposit Account (the "Reserve Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders. The Reserve Account shall not be property of the Trust. (ii) Funds on deposit in the Reserve Account shall be invested by the Collateral Agent in Eligible Investments selected in writing by the Servicer; provided, however, it is understood and agreed that the Collateral Agent shall not be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by the Collateral Agent for the benefit of the beneficiaries of the Reserve Account; provided, that on each Distribution Date all interest and other investment income (net of losses and investment expenses) on funds on deposit therein shall be withdrawn from the Reserve Account at the written direction of the Servicer and shall be paid to the Servicer for distribution to the Depositor. Funds on deposit in the Reserve Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Transfer Date preceding the following Distribution Date. Funds deposited in the Reserve Account on a Transfer Date which immediately precedes a Distribution Date or upon the maturity of any Eligible Investments are not required to be (but may be) invested overnight. Neither the Servicer nor the Collateral Agent shall be liable for any investment losses. The Depositor will treat these funds, Eligible Investments and other assets in the Reserve Account as its own for federal, state and local income tax and franchise tax purposes and will report on its tax returns all income, gain and loss from the Reserve Account. (iii) The Reserve Account shall be under the sole dominion and control of the Collateral Agent. If, at any time, the Reserve Account, ceases to be an Eligible Deposit Account, the Servicer shall within 10 Business Days (or such longer period, as to which each Rating Agency may consent) establish a new Reserve Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Reserve Account. In connection with the foregoing, the Servicer agrees that, in the event that the Reserve Account is not an account with the Collateral Agent, the Servicer shall notify the Collateral Agent in writing promptly upon the Reserve Account ceasing to be an Eligible Deposit Account. (iv) The Servicer shall have the power, revocable by the Trustee, to instruct the Collateral Agent in writing to make withdrawals and payments from the Reserve Account for the purpose of permitting the Servicer to carry out its duties hereunder or permitting the Collateral Agent to carry out its duties. (c) With respect to the Trust Account Property in respect of the Reserve Account, the Collateral Agent agrees and with respect to the remainder of the Account Property, the parties hereto agree Trustee (or the Paying Agent on behalf of the Trustee) agrees, that: (i) any Trust Account Property that consists of uninvested funds is held in deposit accounts shall be held solely in Eligible Deposit Accounts subject to the penultimate sentence of Section 4.1(b)(iii); and, except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Collateral Agent or the Trustee, andas the case may be, except and the Collateral Agent or the Trustee, as otherwise provided in the Transaction Documentscase may be, the Indenture Trustee or its designee shall have sole signature authority with respect thereto; (ii) any Trust Account Property that constitutes Physical Property shall be delivered Delivered to the Indenture Trustee Collateral Agent or its designeethe Trustee, as the case may be, in accordance with paragraph (a) of the definition of “"Delivery” " and shall be held, pending maturity or disposition, solely by the Indenture Trustee Collateral Agent or any the Trustee, as the case may be, or such designee;other Person acting solely for the Collateral Agent or the Trustee, as the case may be, as required for Delivery; and (iii) in the event that the Collateral Agent or the Trustee, as the case may be, in its capacity as securities intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in the Accounts or any Trust Account Property security entitlement credited thereto, the Collateral Agent or the Trustee, as the case may be, in its capacity as securities intermediary hereby agrees that is an “uncertificated security” under Article 8 such security interest shall be subordinate to the security interest of the UCC Collateral Agent or the Trustee, as the case may be. The financial assets and other items deposited to the Accounts will not be subject to deduction, set off, banker's lien, or any other right in favor of any person (except that the Collateral Agent or the Trustee, as the case may be, in its capacity as securities intermediary may set off the face amount of any checks which have been credited to the Accounts but are subsequently returned unpaid because of uncollected or insufficient funds). (i) The Servicer shall establish and maintain at the Chase Manhattan Bank, in the name of The Chase Manhattan Bank, as Collateral Agent, an Eligible Deposit Account (the "Payahead Account"). (ii) The Servicer shall on or prior to each Distribution Date transfer from the Collection Account to the Payahead Account all Payaheads as described in Section 4.2(b) received by the Servicer during the Collection Period. Notwithstanding the foregoing and the first sentence of Section 4.2(a), for so long as the Servicer is permitted to make monthly remittances to the Collection Account pursuant to Section 4.2(a), Payaheads need not governed be remitted to and deposited in the Payahead Account but instead may be remitted to and held by clause (iv) below the Servicer. So long as such condition is met, the Servicer shall not be required to segregate or otherwise hold separate any Payaheads remitted to the Servicer as aforesaid but shall be delivered required to remit Payaheads to the Indenture Trustee or its designee Collection Account 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 Trust Account Property as described in such paragraph4.5(a). (e) Except for the Collection Account, the Reserve Account and the Certificate Distribution Account, there are no accounts required to be maintained under the Transaction Documents.