Common use of Establishment of Certificate Distribution Account Clause in Contracts

Establishment of Certificate Distribution Account. (a) The Owner Trustee, for the benefit of the Certificateholders and the Security Insurer, shall establish and maintain in the name of the Trust an Eligible Deposit Account (the "Certificate Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders and the Security Insurer. (b) The Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Owner Trustee shall within five Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency and, so long as no Insurer Default shall have occurred and be continuing, the Security Insurer may consent) establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Certificate Distribution Account. (c) All amounts held in the Certificate Distribution Account shall, to the extent permitted by applicable laws, rules and regulations, be invested, by the Owner Trustee at the Servicer's written direction, in Eligible Investments that mature not later than one Business Day prior to the Distribution Date for the Monthly Period to which such amounts relate. Investments in Eligible Investments shall be made in the name of the Trust, and such investments shall not be sold or disposed of prior to their maturity. Subject to the other provisions hereof, the Owner Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Owner Trustee. All Investment Earnings on funds in the Certificate Distribution Account shall be distributed on the next Distribution Date pursuant to Section 5.6 of the Sale and Servicing Agreement.

Establishment of Certificate Distribution Account. (a) The Owner Trustee, for the benefit of the Certificateholders and the Security Insurer, shall establish and maintain in the name of the Trust an Eligible Deposit Account (the "“Certificate Distribution Account"”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders and the Security Insurer. (b) The Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Owner Trustee shall within five Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency and, so long as no Insurer Default shall have occurred and be continuing, the Security Insurer may consent) days establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer or cause to be transferred any cash and/or any investments to such new Certificate Distribution Account. (c) All amounts held in the Certificate Distribution Account shall, to the extent permitted by applicable laws, rules and regulations, be invested, by the Owner Trustee at the Servicer's ’s written directiondirection (which may be by standing instructions), in Eligible Investments that mature not later than one Business Day prior to the Distribution Date for the Monthly Period to which such amounts relate. Investments in Eligible Investments shall be made in the name of the Trust, and such investments shall not be sold or disposed of prior to their maturity. Subject to the other provisions hereof, the Owner Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Owner Trustee. All Investment Earnings on funds in the Certificate Distribution Account shall be distributed on the next Distribution Date pursuant to Section 5.6 of the Sale and Servicing Agreement. The Owner Trustee shall not be liable, either individually or in its capacity as Owner Trustee, for any losses arising from investments made in Eligible Investments.

Establishment of Certificate Distribution Account. (a) The Owner Trustee, for the benefit of the Certificateholders and the Security InsurerCertificateholders, shall establish and maintain at a Designated Depository Institution in the name of the Trust an Eligible Deposit Account eligible deposit account (the "Certificate Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders Certificateholders. Except as otherwise provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Security InsurerOwner Trustee for the benefit of the Certificateholders. (b) The Owner Trustee Trust shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. If, at any time, the Certificate Distribution Account ceases to be held in an Eligible Deposit Accountaccount with a Designated Depository Institution, the Owner Trustee shall within five Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency and, so long as no Insurer Default shall have occurred and be continuing, the Security Insurer may consent) after a Responsible Officer of the Owner Trustee obtains actual knowledge thereof, establish a new Certificate Distribution Account as to be held in an Eligible Deposit Account account with a Designated Depository Institution, and shall transfer any cash and/or any investments to such new Certificate Distribution Account. (c) All amounts held in the Certificate Distribution Account shall, to the extent permitted by applicable laws, rules and regulations, be invested, by the Owner Trustee at the Servicer's written direction, in Eligible Investments Permitted Instruments that mature not later than one Business Day prior to the Distribution Remittance Date for the Monthly Due Period to which such amounts relate. Investments in Eligible Investments Permitted Instruments shall be made in the name of the Trust, and such investments shall not be sold or disposed of prior to their maturity. Subject to the other provisions hereof, the Owner Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Owner Trustee. All Investment Earnings investment earnings on funds in the Certificate Distribution Account shall be distributed on the next Distribution Remittance Date pursuant to Section 5.6 7.05 of the Sale and Servicing Agreement.

Establishment of Certificate Distribution Account. (a) The Owner Trustee, for the benefit of the Certificateholders and the Security InsurerCertificateholders, shall establish and maintain in the name of the Trust an Eligible Deposit Account (the "“Certificate Distribution Account"”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders and the Security InsurerCertificateholders. (b) The Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Owner Trustee shall within five Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency and, so long as no Insurer Default shall have occurred and be continuing, the Security Insurer may consent) days establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer or cause to be transferred any cash and/or any investments to such new Certificate Distribution Account. (c) All amounts held in the Certificate Distribution Account shall, to the extent permitted by applicable laws, rules and regulations, be invested, by the Owner Trustee at the Servicer's ’s written directiondirection (which may be standing instructions), in Eligible Investments that mature not later than one Business Day prior to the Distribution Date for the Monthly Period to which such amounts relate. Investments in Eligible Investments shall be made in the name of the Trust, and such investments shall not be sold or disposed of prior to their maturity. Subject to the other provisions hereof, the Owner Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Owner Trustee. All Investment Earnings on funds in the Certificate Distribution Account shall be distributed on the next Distribution Date pursuant to Section 5.6 of the Sale and Servicing Agreement. The Owner Trustee shall not be liable, either individually or in its capacity as Owner Trustee, for any losses arising from investments made in Eligible Investments.

Establishment of Certificate Distribution Account. (a) The ------------------------------------------------- Owner Trustee, for the benefit of the Certificateholders and the Security InsurerCertificateholders, shall establish or cause to be established and maintain in the name of the Trust an Eligible Deposit Account (the "Certificate Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders and Certificateholders. The Certificate Distribution Account shall be initially established with the Security InsurerCertificate Paying Agent. (b) The Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Owner Trustee shall within five (5) Business Days (or such longer period, not to exceed 30 thirty (30) calendar days, as to which each Rating Agency and, so long as no Insurer Default shall have occurred and be continuing, the Security Insurer may consent) establish or cause to be established a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Certificate Distribution Account. (c) All amounts held in the Certificate Distribution Account shall, to the extent permitted by applicable laws, rules and regulations, be invested, by the Owner Trustee Certificate Paying Agent at the Servicer's written direction, in Eligible Investments that mature not later than one (1) Business Day prior to the Distribution Payment Date for the Monthly Period to which such amounts relate. Investments in Eligible Investments shall be made in the name of the Trust, and such investments shall not be sold or disposed of prior to their maturity. Subject to the other provisions hereof, the Owner Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Owner Trustee. All Investment Earnings on funds in the Certificate Distribution Account shall be distributed on the next Distribution Payment Date pursuant to Section 5.6 of the Sale and Servicing Agreement.

Establishment of Certificate Distribution Account. (a) The Owner Trustee, for the benefit of the Certificateholders and the Security Insurer, shall establish and maintain in the name of the Trust an Eligible Deposit Account (the "Certificate Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders and the Security Insurer. (b) The Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Owner Trustee shall within five Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency and, so long as no Insurer Default shall have occurred and be continuing, the Security Insurer may consent) days establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer or cause to be transferred any cash and/or any investments to such new Certificate Distribution Account. (c) All amounts held in the Certificate Distribution Account shall, to the extent permitted by applicable laws, rules and regulations, be invested, by the Owner Trustee at the Servicer's written directiondirection (which may be by standing instructions), in Eligible Investments that mature not later than one Business Day prior to the Distribution Date for the Monthly Period to which such amounts relate. Investments in Eligible Investments shall be made in the name of the Trust, and such investments shall not be sold or disposed of prior to their maturity. Subject to the other provisions hereof, the Owner Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Owner Trustee. All Investment Earnings on funds in the Certificate Distribution Account shall be distributed on the next Distribution Date pursuant to Section 5.6 of the Sale and Servicing Agreement.

Establishment of Certificate Distribution Account. (a) The Owner Trustee, for the benefit of the Certificateholders and the Security InsurerCertificateholders, shall establish or cause to be established and maintain in the name of the Trust an Eligible Deposit Account (the "Certificate Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders and Certificateholders. The Certificate Distribution Account shall be initially established with the Security InsurerCertificate Paying Agent. (b) The Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Owner Trustee shall within five (5) Business Days (or such longer period, not to exceed 30 thirty (30) calendar days, as to which each Rating Agency and, so long as no Insurer Default shall have occurred and be continuing, the Security Insurer may consent) establish or cause to be established a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Certificate Distribution Account. (c) All amounts held in the Certificate Distribution Account shall, to the extent permitted by applicable laws, rules and regulations, be invested, by the Owner Trustee Certificate Paying Agent at the Servicer's written direction, in Eligible Investments that mature not later than one (1) Business Day prior to the Distribution Payment Date for the Monthly Period to which such amounts relate. Investments in Eligible Investments shall be made in the name of the Trust, and such investments shall not be sold or disposed of prior to their maturity. Subject to the other provisions hereof, the Owner Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Owner Trustee. All Investment Earnings on funds in the Certificate Distribution Account shall be distributed on the next Distribution Payment Date pursuant to Section 5.6 of the Sale and Servicing Agreement.

Establishment of Certificate Distribution Account. (a) The ------------------------------------------------- Owner Trustee, for the benefit of the Certificateholders and the Security Insurer, shall establish and maintain in the name of the Trust an Eligible Deposit Account (the "Certificate Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders and the Security Insurer. (b) The Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Owner Trustee shall within five Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency and, so long as no Insurer Default shall have occurred and be continuing, the Security Insurer may consent) days establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer or cause to be transferred any cash and/or any investments to such new Certificate Distribution Account. (c) All amounts held in the Certificate Distribution Account shall, to the extent permitted by applicable laws, rules and regulations, be invested, by the Owner Trustee at the Servicer's written directiondirection (which may be by standing instructions), in Eligible Investments that mature not later than one Business Day prior to the Distribution Date for the Monthly Period to which such amounts relate. Investments in Eligible Investments shall be made in the name of the Trust, and such investments shall not be sold or disposed of prior to their maturity. Subject to the other provisions hereof, the Owner Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Owner Trustee. All Investment Earnings on funds in the Certificate Distribution Account shall be distributed on the next Distribution Date pursuant to Section 5.6 of the Sale and Servicing Agreement. The Owner Trustee shall not be liable, either individually or in its capacity as Owner Trustee, for any losses arising from investments made in Eligible Investments.

Establishment of Certificate Distribution Account. (a) The Owner Trustee, for the benefit of the Certificateholders and the Security Insurer, shall establish and maintain in the name of the Trust an Eligible Deposit Account (the "Certificate Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders and the Security Insurer. (b) The Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Owner Trustee shall within five Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency and, so long as no Insurer Default shall have occurred and be continuing, the Security Insurer may consent) days establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer or cause to be transferred any cash and/or any investments to such new Certificate Distribution Account. (c) All amounts held in the Certificate Distribution Account shall, to the extent permitted by applicable laws, rules and regulations, be invested, by the Owner Trustee at the Servicer's written directiondirection (which may be by standing instructions), in Eligible Investments that mature not later than one Business Day prior to the Distribution Date for the Monthly Period to which such amounts relate. Investments in Eligible Investments shall be made in the name of the Trust, and such investments shall not be sold or disposed of prior to their maturity. Subject to the other provisions hereof, the Owner Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Owner Trustee. All Investment Earnings on funds in the Certificate Distribution Account shall be distributed on the next Distribution Date pursuant to Section 5.6 of the Sale and Servicing Agreement. The Owner Trustee shall not be liable, either individually or in its capacity as Owner Trustee, for any losses arising from investments made in Eligible Investments.

Establishment of Certificate Distribution Account. (a) The Owner Trustee, for the benefit of the Certificateholders and the Security InsurerCertificateholders, shall establish and maintain in the name of the Trust an Eligible Deposit Account (the "“Certificate Distribution Account"”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders and the Security InsurerCertificateholders. (b) The Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Owner Trustee shall within five Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency and, so long as no Insurer Default shall have occurred and be continuing, the Security Insurer may consent) days establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer or cause to be transferred any cash and/or any investments to such new Certificate Distribution Account. (c) All amounts held in the Certificate Distribution Account shall, to the extent permitted by applicable laws, rules and regulations, be invested, by the Owner Trustee at the Servicer's ’s written directiondirection (which may be by standing instructions), in Eligible Investments that mature not later than one Business Day prior to the Distribution Date for the Monthly Period to which such amounts relate. Investments in Eligible Investments shall be made in the name of the Trust, and such investments shall not be sold or disposed of prior to their maturity. Subject to the other provisions hereof, the Owner Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Owner Trustee. All Investment Earnings on funds in the Certificate Distribution Account shall be distributed on the next Distribution Date pursuant to Section 5.6 of the Sale and Servicing Agreement. The Owner Trustee shall not be liable, either individually or in its capacity as Owner Trustee, for any losses arising from investments made in Eligible Investments.

Establishment of Certificate Distribution Account. (a) The Owner TrusteeServicer, for the benefit of the Certificateholders and the Security InsurerCertificateholder, shall establish and maintain in the name of the Trust Owner Trustee an Eligible Deposit Account known as the SWIFT Master Auto Receivables Trust Certificate Distribution Account (the "Certificate Distribution Account"), bearing a an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders and the Security InsurerCertificateholder. The Certificate Distribution Account shall initially be established with Owner Trustee. (b) The Owner Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereofthereof (except Investment Proceeds therefrom as set forth in the Indenture and the Indenture Supplements) for the benefit of the Certificateholder. Except as otherwise provided herein or in the Indenture and Indenture Supplements, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholder. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Servicer on behalf of the Owner Trustee, if the Certificate Distribution Account is not then held by the Owner Trustee or an Affiliate thereof) shall within five 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency and, so long as no Insurer Default shall have occurred and be continuing, the Security Insurer may consent) establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Certificate Distribution Account. (c) All amounts held in the Certificate Distribution Account shall, to the extent permitted by applicable laws, rules and regulations, be invested, by the Owner Trustee at the Servicer's written direction, direction of the Servicer in Eligible Investments that mature not later than one Business Day prior to the Distribution Date for the Monthly Period to which such amounts relate. Investments in Eligible Investments shall be made (in the name of the Trust, and such investments shall not be sold or disposed of prior to their maturity. Subject to the other provisions hereof, the Owner Trustee or its nominee). Such written direction shall have sole control over each constitute certification by the Servicer (or such other Person) that any such investment and is authorized by this Section 5.1. In the income thereon, and any certificate or other instrument evidencing any absence of such investment, if any, shall be delivered directly to the Owner Trustee. All Investment Earnings on funds direction all amounts in the Certificate Distribution Account shall be distributed on the next Distribution Date pursuant to Section 5.6 of the Sale and Servicing Agreementinvested in Federated Prime Obligations Fund Number 396, provided that such fund is an Eligible Investment.

Establishment of Certificate Distribution Account. (a) The Owner Trustee, for the benefit of the Certificateholders and the Security InsurerCertificateholders, shall establish or cause to be established and maintain maintained in the name of the Trust an Eligible Deposit Account (the "Certificate Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders and Certificateholders. The Certificate Distribution Account shall be initially established with the Security InsurerCertificate Paying Agent. (b) The Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Owner Trustee shall within five (5) Business Days (or such longer period, not to exceed 30 thirty (30) calendar days, as to which each Rating Agency and, so long as no Insurer Default shall have occurred and be continuing, the Security Insurer may consent) establish or cause to be established a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Certificate Distribution Account. (c) All amounts held in the Certificate Distribution Account shall, to the extent permitted by applicable laws, rules and regulations, be invested, by the Owner Trustee Certificate Paying Agent at the Servicer's written direction, in Eligible Investments that mature not later than one (1) Business Day prior to the Distribution Payment Date for the Monthly Collection Period to which such amounts relate. Investments in Eligible Investments shall be made in the name of the Trust, and such investments shall not be sold or disposed of prior to their maturity. Subject to the other provisions hereof, the Owner Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Owner Trustee. All Investment Earnings on funds in the Certificate Distribution Account shall be distributed on the next Distribution Payment Date pursuant to Section 5.6 of the Sale and Servicing Agreement.

Establishment of Certificate Distribution Account. (a) The Owner TrusteeServicer, for the benefit of the Certificateholders and the Security InsurerCertificateholders, shall establish and maintain in the name of the Trust Owner Trustee an Eligible Deposit Account known as the Superior Wholesale Inventory Financing Trust IX Certificate Distribution Account (the "“Certificate Distribution Account"”), bearing a an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders and the Security InsurerCertificateholders. The Certificate Distribution Account shall initially be established with JPMorgan Chase Bank. (b) The Owner Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereofthereof (except Investment Proceeds therefrom as set forth in the Trust Sale and Servicing Agreement) for the benefit of the Certificateholders. Except as otherwise provided herein or in the Trust Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholders. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Servicer on behalf of the Owner Trustee, if the Certificate Distribution Account is not then held by the Owner Trustee or an Affiliate thereof) shall within five 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency and, so long as no Insurer Default shall have occurred and be continuing, the Security Insurer may consent) establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Certificate Distribution Account. (c) All amounts held in the Certificate Distribution Account shall, to the extent permitted by applicable laws, rules and regulations, be invested, by the Owner Trustee at the Servicer's written direction, direction of the Servicer in Eligible Investments that mature not later than one Business Day prior to the Distribution Date for the Monthly Period to which such amounts relate. Investments in Eligible Investments shall be made (in the name of the Trust, and such investments shall not be sold or disposed of prior to their maturity. Subject to the other provisions hereof, the Owner Trustee or its nominee). Such written direction shall have sole control over each constitute certification by the Servicer (or such other Person) that any such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Owner Trustee. All Investment Earnings on funds in the Certificate Distribution Account shall be distributed on the next Distribution Date pursuant to is authorized by this Section 5.6 of the Sale and Servicing Agreement5.1.

Establishment of Certificate Distribution Account. (a) The Owner TrusteeServicer, for the benefit of the Certificateholders and the Security InsurerCertificateholders, shall establish and maintain in the name of the Trust Owner Trustee an Eligible Deposit Account known as the Superior Wholesale Inventory Financing Trust XI Certificate Distribution Account (the "“Certificate Distribution Account"”), bearing a an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders and the Security Insurer.Certificateholders. The Certificate Distribution Account shall initially be established with JPMorgan Chase Bank, N.A. (b) The Owner Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereofthereof (except Investment Proceeds therefrom as set forth in the Trust Sale and Servicing Agreement) for the benefit of the Certificateholders. Except as otherwise provided herein or in the Trust Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholders. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Servicer on behalf of the Owner Trustee, if the Certificate Distribution Account is not then held by the Owner Trustee or an Affiliate thereof) shall within five 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency and, so long as no Insurer Default shall have occurred and be continuing, the Security Insurer may consent) establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Certificate Distribution Account. (c) All amounts held in the Certificate Distribution Account shall, to the extent permitted by applicable laws, rules and regulations, be invested, by the Owner Trustee at the Servicer's written direction, direction of the Servicer in Eligible Investments that mature not later than one Business Day prior to the Distribution Date for the Monthly Period to which such amounts relate. Investments in Eligible Investments shall be made (in the name of the Trust, and such investments shall not be sold or disposed of prior to their maturity. Subject to the other provisions hereof, the Owner Trustee or its nominee). Such written direction shall have sole control over each constitute certification by the Servicer (or such other Person) that any such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Owner Trustee. All Investment Earnings on funds in the Certificate Distribution Account shall be distributed on the next Distribution Date pursuant to is authorized by this Section 5.6 of the Sale and Servicing Agreement5.1.

Establishment of Certificate Distribution Account. (a) The Owner Trustee, for the benefit of the Certificateholders and the Security InsurerCertificateholders, shall establish and maintain in the name of the Trust an Eligible Deposit Account (the "Certificate Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders and the Security InsurerCertificateholders. (b) The Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Owner Trustee shall within five Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency and, so long as no Insurer Default shall have occurred and be continuing, the Security Insurer may consent) establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Certificate Distribution Account. (c) All amounts held in the Certificate Distribution Account shall, to the extent permitted by applicable laws, rules and regulations, be invested, by the Owner Trustee at the Servicer's written direction, in Eligible Investments that mature not later than one Business Day prior to the Distribution Date for the Monthly Period to which such amounts relate. Investments in Eligible Investments shall be made in the name of the Trust, and such investments shall not be sold or disposed of prior to their maturity. Subject to the other provisions hereof, the Owner Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Owner Trustee. All Investment Earnings on funds in the Certificate Distribution Account shall be distributed on the next Distribution Date pursuant to Section 5.6 of the Sale and Servicing Agreement.

Establishment of Certificate Distribution Account. (a) The Owner TrusteeServicer, for the benefit of the Certificateholders and the Security InsurerCertificateholders, shall establish and maintain in the name of the Trust Owner Trustee an Eligible Deposit Account known as the Superior Wholesale Inventory Financing Trust [•] Certificate Distribution Account (the "“Certificate Distribution Account"”), bearing a an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders and the Security Insurer.Certificateholders. The Certificate Distribution Account shall initially be established with [•] (b) The Owner Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereofthereof (except Investment Proceeds therefrom as set forth in the Trust Sale and Servicing Agreement) for the benefit of the Certificateholders. Except as otherwise provided herein or in the Trust Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholders. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Servicer on behalf of the Owner Trustee, if the Certificate Distribution Account is not then held by the Owner Trustee or an Affiliate thereof) shall within five 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency and, so long as no Insurer Default shall have occurred and be continuing, the Security Insurer may consent) establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Certificate Distribution Account. (c) All amounts held in the Certificate Distribution Account shall, to the extent permitted by applicable laws, rules and regulations, be invested, by the Owner Trustee at the Servicer's written direction, direction of the Servicer in Eligible Investments that mature not later than one Business Day prior to the Distribution Date for the Monthly Period to which such amounts relate. Investments in Eligible Investments shall be made (in the name of the Trust, and such investments shall not be sold or disposed of prior to their maturity. Subject to the other provisions hereof, the Owner Trustee or its nominee). Such written direction shall have sole control over each constitute certification by the Servicer (or such other Person) that any such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Owner Trustee. All Investment Earnings on funds in the Certificate Distribution Account shall be distributed on the next Distribution Date pursuant to is authorized by this Section 5.6 of the Sale and Servicing Agreement5.1.

Establishment of Certificate Distribution Account. (a) The Owner TrusteeServicer, for the benefit of the Certificateholders and the Security InsurerCertificateholders, shall establish and maintain in the name of the Trust Owner Trustee an Eligible Deposit Account known as the Superior Wholesale Inventory Financing Trust VIII Certificate Distribution Account (the "“Certificate Distribution Account"”), bearing a an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders and the Security InsurerCertificateholders. The Certificate Distribution Account shall initially be established with JPMorgan Chase Bank. (b) The Owner Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereofthereof (except Investment Proceeds therefrom as set forth in the Trust Sale and Servicing Agreement) for the benefit of the Certificateholders. Except as otherwise provided herein or in the Trust Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholders. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Servicer on behalf of the Owner Trustee, if the Certificate Distribution Account is not then held by the Owner Trustee or an Affiliate thereof) shall within five 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency and, so long as no Insurer Default shall have occurred and be continuing, the Security Insurer may consent) establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Certificate Distribution Account. (c) All amounts held in the Certificate Distribution Account shall, to the extent permitted by applicable laws, rules and regulations, be invested, by the Owner Trustee at the Servicer's written direction, direction of the Servicer in Eligible Investments that mature not later than one Business Day prior to the Distribution Date for the Monthly Period to which such amounts relate. Investments in Eligible Investments shall be made (in the name of the Trust, and such investments shall not be sold or disposed of prior to their maturity. Subject to the other provisions hereof, the Owner Trustee or its nominee). Such written direction shall have sole control over each constitute certification by the Servicer (or such other Person) that any such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Owner Trustee. All Investment Earnings on funds in the Certificate Distribution Account shall be distributed on the next Distribution Date pursuant to is authorized by this Section 5.6 of the Sale and Servicing Agreement5.1.

Establishment of Certificate Distribution Account. (a) The Owner Trustee, for the benefit of the Certificateholders and the Security InsurerCertificateholders, shall establish and maintain at a Designated Depository Institution in the name of the Trust an Eligible Deposit Account eligible deposit account (the "Certificate Distribution Account"), bearing which shall have two sub-accounts, one for funds received from Pool Available Remittance Amounts with respect to Pool I for distribution to the Class I and Class R Certificates, as applicable, and the second for funds received from Pool Available Remittance Amounts with respect to Pool II for distribution to the Class II Certificates, in each case as set forth in Section 7.08(d) of the Sale and Servicing Agreement. Each sub-account shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders related Certificateholders. Except as otherwise provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Security InsurerOwner Trustee for the benefit of the Certificateholders. (b) The Owner Trustee Trust shall possess all right, title and interest in all funds on deposit from time to time in each sub-account of the Certificate Distribution Account and in all proceeds thereof. If, at any time, the Certificate Distribution Account ceases to be held in an Eligible Deposit Accountaccount with a Designated Depository Institution, the Owner Trustee shall within five ten Business Days (or such longer periodafter a Responsible Officer of the Owner Trustee obtains actual knowledge thereof, not to exceed 30 calendar days, as to which each Rating Agency and, so long as no Insurer Default shall have occurred and be continuing, the Security Insurer may consent) establish a new Certificate Distribution Account as to be held in an Eligible Deposit Account account with a Designated Depository Institution, and shall transfer any cash and/or any investments to such new Certificate Distribution Account. (c) All amounts held in the Certificate Distribution Account shall, to the extent permitted by applicable laws, rules and regulations, be invested, by the Owner Trustee at the Servicer's written direction, in Eligible Investments that mature not later than one Business Day prior to the Distribution Date for the Monthly Period to which such amounts relate. Investments in Eligible Investments shall be made in the name of the Trust, and such investments shall not be sold or disposed of prior to their maturity. Subject to the other provisions hereof, the Owner Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Owner Trustee. All Investment Earnings on funds in the Certificate Distribution Account shall be distributed on the next Distribution Date pursuant to Section 5.6 of the Sale and Servicing Agreement.

Establishment of Certificate Distribution Account. (a) The Owner TrusteeServicer, for the benefit of the Certificateholders and the Security InsurerCertificateholders, shall establish and maintain in the name of the Trust Owner Trustee an Eligible Deposit Account known as the Superior Wholesale Inventory Financing Trust X Certificate Distribution Account (the "“Certificate Distribution Account"”), bearing a an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders and the Security InsurerCertificateholders. The Certificate Distribution Account shall initially be established with JPMorgan Chase Bank. (b) The Owner Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereofthereof (except Investment Proceeds therefrom as set forth in the Trust Sale and Servicing Agreement) for the benefit of the Certificateholders. Except as otherwise provided herein or in the Trust Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholders. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Servicer on behalf of the Owner Trustee, if the Certificate Distribution Account is not then held by the Owner Trustee or an Affiliate thereof) shall within five 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency and, so long as no Insurer Default shall have occurred and be continuing, the Security Insurer may consent) establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Certificate Distribution Account. (c) All amounts held in the Certificate Distribution Account shall, to the extent permitted by applicable laws, rules and regulations, be invested, by the Owner Trustee at the Servicer's written direction, direction of the Servicer in Eligible Investments that mature not later than one Business Day prior to the Distribution Date for the Monthly Period to which such amounts relate. Investments in Eligible Investments shall be made (in the name of the Trust, and such investments shall not be sold or disposed of prior to their maturity. Subject to the other provisions hereof, the Owner Trustee or its nominee). Such written direction shall have sole control over each constitute certification by the Servicer (or such other Person) that any such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Owner Trustee. All Investment Earnings on funds in the Certificate Distribution Account shall be distributed on the next Distribution Date pursuant to is authorized by this Section 5.6 of the Sale and Servicing Agreement5.1.

Establishment of Certificate Distribution Account. (a) The Owner Trustee, for the benefit of the Certificateholders and the Security Insurer, Lease Trustee shall establish and maintain an Eligible Account in the name of the Trust Indenture Trustee until the Outstanding Amount of the Senior Notes has been reduced to zero, and thereafter in the name of the Lease Trustee, at an Eligible Deposit Account Institution (which initially shall be The Chase Manhattan Bank), which is designated as the "Certificate Distribution Account"), bearing a designation clearly indicating that . The Certificate Distribution Account shall be under the funds deposited therein are held for the benefit sole dominion and control of the Certificateholders Indenture Trustee until the Outstanding Amount of the Senior Notes has been reduced to zero, and thereafter under the Security Insurer. (b) The Owner sole dominion and control of the Lease Trustee; provided, that while the Senior Notes are Outstanding the Lease Trustee shall possess all right, title and interest in all funds on deposit may make withdrawals from time to time in the Certificate Distribution Account pursuant to Section 5.2(b). All deposits to and in all proceeds thereof. If, at any time, withdrawals from the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Owner Trustee shall within five Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency and, so long as no Insurer Default shall have occurred and be continuing, the Security Insurer may consent) establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Certificate Distribution Account. (c) All amounts held in the Certificate Distribution Account shall, to the extent permitted by applicable laws, rules and regulations, be invested, by the Owner Trustee at the Servicer's written direction, in Eligible Investments that mature not later than one Business Day prior to the Distribution Date for the Monthly Period to which such amounts relate. Investments in Eligible Investments shall be made in only upon the name terms and conditions of the Trust, and such investments shall not be sold or disposed of prior to their maturityBasic Documents. Subject to the other provisions hereof, the Owner Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Owner Trustee. All Investment Earnings Any amounts on funds deposit in the Certificate Distribution Account shall be distributed on invested by the Indenture Trustee until the Outstanding Amount of the Senior Notes has been reduced to zero, and thereafter by the Lease Trustee, and at the direction of the Administrative Agent, in Permitted Investments with a maturity date no later than the Business Day preceding the next succeeding Payment Date. No such investment shall be sold prior to maturity. All investment earnings on amounts deposited to the Certificate Distribution Date pursuant Account, including any proceeds thereof, shall be credited to Section 5.6 of the Sale Cash Collateral Account, and Servicing Agreement.losses, if any, resulting from Permitted Investments in the Certificate Distribution Account shall be charged to the Cash Collateral

Establishment of Certificate Distribution Account. (a) The Owner Trustee, for the benefit of the Certificateholders and the Security InsurerCertificateholders, shall establish and maintain in the name of the Trust an Eligible Deposit Account (the "Certificate Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders and the Security InsurerCertificateholders. (b) The Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Owner Trustee shall within five Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency and, so long as no Insurer Default shall have occurred and be continuing, the Security Insurer may consent) establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Certificate Distribution Account. (c) All amounts held in the Certificate Distribution Account shall, to the extent permitted by applicable laws, rules and regulations, be invested, by the Owner Trustee at the Servicer's written direction, in Eligible Investments that mature not later than one Business Day prior to the Distribution Date for the Monthly Period to which such amounts relate. Investments in Eligible Investments shall be made in the name of the Trust, and such investments shall not be sold or disposed of prior to their maturity. Subject to the other provisions hereof, the Owner Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Owner Trustee. All Investment Earnings on funds in the Certificate Distribution Account shall be distributed on the next Distribution Date pursuant to Section 5.6 of the Sale and Servicing Agreement.

Establishment of Certificate Distribution Account. (a) The Owner TrusteeServicer, for the benefit of the Certificateholders and the Security InsurerCertificateholders, shall establish and maintain in the name of the Trust Owner Trustee an Eligible Deposit Account known as the Superior Wholesale Inventory Financing Trust XII Certificate Distribution Account (the "“Certificate Distribution Account"”), bearing a an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders and the Security Insurer.Certificateholders. The Certificate Distribution Account shall initially be established with JPMorgan Chase Bank, N.A. (b) The Owner Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereofthereof (except Investment Proceeds therefrom as set forth in the Trust Sale and Servicing Agreement) for the benefit of the Certificateholders. Except as otherwise provided herein or in the Trust Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholders. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Servicer on behalf of the Owner Trustee, if the Certificate Distribution Account is not then held by the Owner Trustee or an Affiliate thereof) shall within five 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency and, so long as no Insurer Default shall have occurred and be continuing, the Security Insurer may consent) establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Certificate Distribution Account. (c) All amounts held in the Certificate Distribution Account shall, to the extent permitted by applicable laws, rules and regulations, be invested, by the Owner Trustee at the Servicer's written direction, direction of the Servicer in Eligible Investments that mature not later than one Business Day prior to the Distribution Date for the Monthly Period to which such amounts relate. Investments in Eligible Investments shall be made (in the name of the Trust, and such investments shall not be sold or disposed of prior to their maturity. Subject to the other provisions hereof, the Owner Trustee or its nominee). Such written direction shall have sole control over each constitute certification by the Servicer (or such other Person) that any such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Owner Trustee. All Investment Earnings on funds in the Certificate Distribution Account shall be distributed on the next Distribution Date pursuant to is authorized by this Section 5.6 of the Sale and Servicing Agreement5.1.

Establishment of Certificate Distribution Account. (a) The Owner TrusteeServicer, for the benefit of the Certificateholders and the Security InsurerCertificateholder, shall establish and maintain in the name of the Trust Owner Trustee an Eligible Deposit Account known as the Ally Master Owner Trust Certificate Distribution Account (the "“Certificate Distribution Account"”), bearing a an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders and Certificateholder. The Certificate Distribution Account shall initially be established with the Security InsurerOwner Trustee. (b) The Owner Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereofthereof (except Investment Proceeds therefrom as set forth in the Indenture and the Indenture Supplements) for the benefit of the Certificateholder. Except as otherwise provided herein or in the Indenture and Indenture Supplements, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholder. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Servicer on behalf of the Owner Trustee, if the Certificate Distribution Account is not then held by the Owner Trustee or an Affiliate thereof) shall within five 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency and, so long as no Insurer Default shall have occurred and be continuing, the Security Insurer may consent) establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Certificate Distribution Account. (c) All amounts to be held in the Certificate Distribution Account shall, to the extent permitted by applicable laws, rules and regulations, be invested, by the Owner Trustee at the Servicer's written direction, direction of the Servicer in Eligible Investments that mature not later than one Business Day prior to the Distribution Date for the Monthly Period to which such amounts relate. Investments in Eligible Investments shall be made (in the name of the Trust, and such investments shall not be sold or disposed of prior to their maturity. Subject to the other provisions hereof, the Owner Trustee or its nominee). Such written direction shall have sole control over each constitute certification by the Servicer (or such other Person) that any such investment and is authorized by this Section 5.1. In the income thereon, and any certificate or other instrument evidencing any absence of such investment, if any, shall be delivered directly to the Owner Trustee. All Investment Earnings on funds direction all amounts in the Certificate Distribution Account shall be distributed on invested in Federated Prime Obligations Fund Number 396, provided that such fund is an Eligible Investment, or such other Eligible Investment as shall be designated by the next Distribution Date pursuant to Section 5.6 of the Sale and Servicing AgreementServicer.

Establishment of Certificate Distribution Account. (a) The Owner TrusteeServicer, for the benefit of the Certificateholders and the Security InsurerCertificateholders, shall establish cause to be established and maintain maintained in the name of the Trust Owner Trustee an Eligible Deposit Account known as the World Omni Master Owner Trust Certificate Distribution Account (the "Certificate Distribution Account"), bearing a an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders and Certificateholders. The Certificate Distribution Account shall initially be established with the Security InsurerOwner Trustee. (b) The Owner Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereofthereof for the benefit of the Certificateholders. Except as otherwise provided herein or in the Trust Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholders. If, at any time, the any Certificate Distribution Account ceases to be an Eligible Deposit Account, the Owner Trustee shall Servicer, within five Business Days (or 10 days of determining that such longer period, not to exceed 30 calendar days, as to which each Rating Agency and, so long as no Insurer Default shall have occurred and be continuing, the Security Insurer may consent) establish a new Certificate Distribution Account as is no longer an Eligible Deposit Account, shall establish a substitute Eligible Deposit Account and shall as such Certificate Distribution Account, instruct the Owner Trustee in writing to transfer any cash and/or any investments Eligible Investments to such new Certificate Distribution Account and, from the date any such substitute account is established, such account shall be the Certificate Distribution Account. (c) . All amounts Eligible Investments shall be held by the Owner Trustee as applicable, for the benefit of the Certificateholders. Funds on deposit in the Certificate Distribution Account shall, to shall at the extent permitted by applicable laws, rules and regulations, written direction of the Servicer be invested, invested by the Owner Trustee at the Servicer's written directionTrustee, solely in Eligible Investments that will mature not later than one so that such funds will be available at the close of business on the next Business Day prior to the Distribution Date for the Monthly Period to which such amounts relate. Investments in Eligible Investments shall be made in the name of the Trust, and such investments shall not be sold or disposed of prior to their maturity. Subject to the other provisions hereof, the Owner Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Owner TrusteeDay. All Investment Earnings interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Certificate Distribution Account shall be distributed on credited to the next Certificate Distribution Date pursuant to Section 5.6 Account when received. In the absence of timely and specific written investment direction from the Servicer, the Owner Trustee shall invest any cash held by it in Eligible Investments specified in clause (h) of the Sale and Servicing Agreementdefinition thereof. In no event shall the Owner Trustee be liable for the selection of investments or for investment losses incurred thereon. The Owner Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Servicer to provide timely written investment direction.

Establishment of Certificate Distribution Account. (a) The Owner TrusteeServicer, for the benefit of the Certificateholders and the Security InsurerCertificateholders, shall establish and maintain in the name of the Trust Owner Trustee an Eligible Deposit Account known as the Superior Wholesale Inventory Financing Trust 2007-AE-1 Certificate Distribution Account (the "“Certificate Distribution Account"”), bearing a an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders and Certificateholders. The Certificate Distribution Account shall initially be established with the Security InsurerOwner Trustee. (b) The Owner Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereofthereof (except Investment Proceeds therefrom as set forth in the Trust Sale and Servicing Agreement) for the benefit of the Certificateholders. Except as otherwise provided herein or in the Trust Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholders. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Servicer on behalf of the Owner Trustee, if the Certificate Distribution Account is not then held by the Owner Trustee or an Affiliate thereof) shall within five 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency and, so long as no Insurer Default shall have occurred and be continuing, the Security Insurer may consent) establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Certificate Distribution Account. (c) All amounts held in the Certificate Distribution Account shall, to the extent permitted by applicable laws, rules and regulations, be invested, by the Owner Trustee at the Servicer's written direction, direction of the Servicer in Eligible Investments that mature not later than one Business Day prior to the Distribution Date for the Monthly Period to which such amounts relate. Investments in Eligible Investments shall be made (in the name of the Trust, and such investments shall not be sold or disposed of prior to their maturity. Subject to the other provisions hereof, the Owner Trustee or its nominee). Such written direction shall have sole control over each constitute certification by the Servicer (or such other Person) that any such investment and is authorized by this Section 5.1. In the income thereon, and any certificate or other instrument evidencing any absence of such investment, if any, shall be delivered directly to the Owner Trustee. All Investment Earnings on funds direction all amounts in the Certificate Distribution Account shall be distributed on the next Distribution Date pursuant to Section 5.6 of the Sale and Servicing Agreementinvested in Federated Prime Obligations Fund Number 396, provided that such fund is an Eligible Investment.