Common use of Establishment of Collection Account and Note Distribution Account Clause in Contracts

Establishment of Collection Account and Note Distribution Account. (a) On or prior to the Closing Date, the Issuer, the Collection Account Securities Intermediary and the Indenture Trustee shall have entered into the Collection Account Control Agreement pursuant to which the Collection Account shall be established and maintained for the benefit of the Noteholders and the Certificateholders. If the depositary of the Collection Account ceases to be either a Qualified Institution or a Qualified Trust Institution, as applicable, the Issuer shall cause the Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution and the Indenture Trustee shall cause the depositary maintaining the new Collection Account to assume the obligations of the existing Collection Account Securities Intermediary under the Collection Account Control Agreement unless the Rating Agency Condition is satisfied in connection with such depositary's ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may be. All amounts held in the Collection Account shall be invested in accordance with the Collection Account Control Agreement at the written direction of the Servicer to the extent provided in Section 8.3(a) and Section 8.3(c) of the Indenture in Permitted Investments that mature not later than the Deposit Date next succeeding the date of investment except, if the Collection Account Securities Intermediary and the Indenture Trustee are the same Person, investments on which the Indenture Trustee is the obligor (including repurchase agreements on which the Indenture Trustee, in its commercial capacity, is liable as principal) may mature on the next succeeding Payment Date; provided, however, that once such amounts have been invested in Permitted Investments, such Permitted Investments must be held or maintained until they mature on or before the dates described above. (b) On or prior to the Closing Date, the Servicer shall establish and maintain for the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Deposit Account for the deposit of distributions to the Noteholders (the "Note Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. The Note Distribution Account shall be established initially at JPMorgan Chase Bank. Should any depositary of the Note Distribution Account or the Certificate Distribution Account (including JPMorgan Chase Bank (or an Affiliate thereof)) cease to be either a Qualified Institution or a Qualified Trust Institution, as applicable, then the Servicer shall, with the Seller's assistance as necessary, cause the related account to be moved to a Qualified Institution or a Qualified Trust Institution, unless the Rating Agency Condition is satisfied in connection with such depositary's ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may be. Amounts on deposit in the Note Distribution Account shall not be invested. (c) The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Note Distribution Account and in all proceeds thereof and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate.

Establishment of Collection Account and Note Distribution Account. (a) On or prior to the Closing Date, the Issuer, the Collection Account Securities Intermediary and the Indenture Trustee shall have entered into the Collection Account Control Agreement pursuant to which the Collection Account shall be established and maintained for the benefit of the Noteholders and the Certificateholders. If the depositary of the Collection Account ceases to be either a Qualified Institution or a Qualified Trust Institution, as applicable, the Issuer shall cause the Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution and the Indenture Trustee shall cause the depositary maintaining the new Collection Account to assume the obligations of the existing Collection Account Securities Intermediary under the Collection Account Control Agreement unless the Rating Agency Condition is satisfied in connection with such depositary's ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may be. All amounts held in the Collection Account shall be invested in accordance with the Collection Account Control Agreement at the written direction of the Servicer to the extent provided in Section 8.3(a) and Section 8.3(c) of the Indenture in Permitted Investments that mature not later than the Deposit Date next succeeding the date of investment except, if the Collection Account Securities Intermediary and the Indenture Trustee are the same Person, investments on which the Indenture Trustee is the obligor (including repurchase agreements on which the Indenture Trustee, in its commercial capacity, is liable as principal) may mature on the next succeeding Payment Date; provided, however, that once such amounts have been invested in Permitted Investments, such Permitted Investments must be held or maintained until they mature on or before the dates described above. (b) On or prior to the Closing Date, the Servicer shall establish and maintain for the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Deposit Account for the deposit of distributions to the Noteholders (the "Note Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. The Note Distribution Account shall be established initially at JPMorgan Chase BankChase. Should any depositary of the Note Distribution Account or the Certificate Distribution Account (including JPMorgan Chase Bank (or an Affiliate thereof)) cease to be either a Qualified Institution or a Qualified Trust Institution, as applicable, then the Servicer shall, with the Seller's assistance as necessary, cause the related account to be moved to a Qualified Institution or a Qualified Trust Institution, unless the Rating Agency Condition is satisfied in connection with such depositary's ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may be. Amounts on deposit in the Note Distribution Account shall not be invested. (c) The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Note Distribution Account and in all proceeds thereof and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. Except as otherwise provided herein, the Note Distribution Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders.

Establishment of Collection Account and Note Distribution Account. (a1) On or prior to the Closing Date, the Issuer, the Collection Account Securities Intermediary and the Indenture Trustee shall have entered into the Collection Account Control Agreement pursuant to which the Collection Account shall be established and maintained for the benefit of the Noteholders and the Certificateholders. If the depositary of the Collection Account ceases to be either a Qualified Institution or a Qualified Trust Institution, as applicable, the Issuer shall cause the Collection Account to be moved to a Qualified Institution or a separate trust account in a Qualified Trust Institution and the Indenture Trustee shall cause the depositary maintaining the new Collection Account to assume the obligations of the existing Collection Account Securities Intermediary under the Collection Account Control Agreement unless the Rating Agency Condition is satisfied in connection with such depositary's ’s ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may be. All amounts held in the Collection Account shall be invested in accordance with the Collection Account Control Agreement at the written direction of the Servicer to the extent provided in Section 8.3(a) and Section 8.3(c) of the Indenture in Permitted Investments that mature not later than the Deposit Date next succeeding the date of investment except, if the Collection Account Securities Intermediary and the Indenture Trustee are the same Person, investments on which the Indenture Trustee is the obligor (including repurchase agreements on which the Indenture Trustee, in its commercial capacity, is liable as principal) may mature on the next succeeding Payment Date; provided, however, that once such amounts have been invested in Permitted Investments, such Permitted Investments must be held or maintained until they mature on or before the dates described above. For administrative purposes only, the Issuer shall establish and maintain an administrative subaccount within the Collection Account designated as the “Principal Distribution Subaccount”. (ba) On or prior to the Closing Date, the Servicer shall establish and maintain for the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Deposit Account for the deposit of distributions to the Noteholders (the "“Note Distribution Account"”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. The Note Distribution Account shall be established initially at JPMorgan Chase BankChase. Should any depositary of the Note Distribution Account or the Certificate Distribution Account (including JPMorgan Chase Bank (or an Affiliate thereof)) cease to be either a Qualified Institution or a Qualified Trust Institution, as applicable, then the Servicer shall, with the Seller's ’s assistance as necessary, cause the related account to be moved to a Qualified Institution or a Qualified Trust Institution, unless the Rating Agency Condition is satisfied in connection with such depositary's ’s ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may be. Amounts on deposit in the Note Distribution Account shall not be invested. (cb) The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Note Distribution Account and in all proceeds thereof and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate.

Establishment of Collection Account and Note Distribution Account. (a) On or prior to the Closing Date, the Issuer, the Collection Account Securities Intermediary and the Indenture Trustee shall have entered into the Collection Account Control Agreement pursuant to which the Collection Account shall be established and maintained for the benefit of the Noteholders and the Certificateholders. If the depositary of the Collection Account ceases to be either a Qualified Institution or a Qualified Trust Institution, as applicable, the Issuer shall cause the Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution and the Indenture Trustee shall cause the depositary maintaining the new Collection Account to assume the obligations of the existing Collection Account Securities Intermediary under the Collection Account Control Agreement unless the Rating Agency Condition is satisfied in connection with such depositary's ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may be. All amounts held in the Collection Account shall be invested in accordance with the Collection Account Control Agreement at the written direction of the Servicer to the extent provided in Section 8.3(a) and Section 8.3(c) of the Indenture in Permitted Investments that mature not later than the Deposit Date next succeeding the date of investment except, if the Collection Account Securities Intermediary and the Indenture Trustee are the same Person, investments on which the Indenture Trustee is the obligor (including repurchase agreements on which the Indenture Trustee, in its commercial capacity, is liable as principal) may mature on the next succeeding Payment Date; provided, however, that once such amounts have been invested in Permitted Investments, such Permitted Investments must be held or maintained until they mature on or before the dates described above. (b) On or prior to the Closing Date, the Servicer shall establish and maintain for the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Deposit Account for the deposit of distributions to the Noteholders (the "Note Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. The Note Distribution Account shall be established initially at JPMorgan Chase BankChase. Should any depositary of the Note Distribution Account or the Certificate Distribution Account (including JPMorgan Chase Bank (or an Affiliate thereof)) cease to be either a Qualified Institution or a Qualified Trust Institution, as applicable, then the Servicer shall, with the Seller's assistance as necessary, cause the related account to be moved to a Qualified Institution or a Qualified Trust Institution, unless the Rating Agency Condition is satisfied in connection with such depositary's ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may be. Amounts on deposit in the Note Distribution Account shall not be invested. (c) The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Note Distribution Account and in all proceeds thereof and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate.

Establishment of Collection Account and Note Distribution Account. (a) On or prior to the Closing Date, the Issuer, the Collection Account Securities Intermediary and the Indenture Trustee shall have entered into the Collection Account Control Agreement pursuant to which the Collection Account shall be established and maintained for the benefit of the Noteholders and the Certificateholders. If the depositary of the Collection Account ceases to be either a Qualified Institution or a Qualified Trust Institution, as applicable, the Issuer shall cause the Collection Account to be moved to a Qualified Institution or a separate trust account in a Qualified Trust Institution and the Indenture Trustee shall cause the depositary maintaining the new Collection Account to assume the obligations of the existing Collection Account Securities Intermediary under the Collection Account Control Agreement unless the Rating Agency Condition is satisfied in connection with such depositary's ’s ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may be. All amounts held in the Collection Account shall be invested in accordance with the Collection Account Control Agreement at the written direction of the Servicer to the extent provided in Section 8.3(a) and Section 8.3(c) of the Indenture in Permitted Investments that mature not later than the Deposit Date next succeeding the date of investment except, if the Collection Account Securities Intermediary and the Indenture Trustee are the same Person, investments on which the Indenture Trustee is the obligor (including repurchase agreements on which the Indenture Trustee, in its commercial capacity, is liable as principal) may mature on the next succeeding Payment Date; provided, however, that once such amounts have been invested in Permitted Investments, such Permitted Investments must be held or maintained until they mature on or before the dates described above. For administrative purposes only, the Issuer shall establish and maintain an administrative subaccount within the Collection Account designated as the “Principal Distribution Subaccount”. (b) On or prior to the Closing Date, the Servicer shall establish and maintain for the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Deposit Account for the deposit of distributions to the Noteholders (the "“Note Distribution Account"”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. The Note Distribution Account shall be established initially at JPMorgan Chase BankChase. Should any depositary of the Note Distribution Account or the Certificate Distribution Account (including JPMorgan Chase Bank (or an Affiliate thereof)) cease to be either a Qualified Institution or a Qualified Trust Institution, as applicable, then the Servicer shall, with the Seller's Depositor’s assistance as necessary, cause the related account to be moved to a Qualified Institution or a Qualified Trust Institution, unless the Rating Agency Condition is satisfied in connection with such depositary's ’s ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may be. Amounts on deposit in the Note Distribution Account shall not be invested. (c) The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Note Distribution Account and in all proceeds thereof and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate.

Establishment of Collection Account and Note Distribution Account. (a) On or prior to the Closing Date, the Issuer, the Collection Account Securities Intermediary and the Indenture Trustee shall have entered into the Collection Account Control Agreement pursuant to which the Collection Account shall be established and maintained for the benefit of the Noteholders and the Certificateholders. If the depositary of the Collection Account ceases to be either a Qualified Institution or a Qualified Trust Institution, as applicable, the Issuer shall cause the Collection Account to be moved to a Qualified Institution or a separate trust account in a Qualified Trust Institution and the Indenture Trustee shall cause the depositary maintaining the new Collection Account to assume the obligations of the existing Collection Account Securities Intermediary under the Collection Account Control Agreement unless the Rating Agency Condition is satisfied in connection with such depositary's ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may be. All amounts held in the Collection Account shall be invested in accordance with the Collection Account Control Agreement at the written direction of the Servicer to the extent provided in Section 8.3(a) and Section 8.3(c) of the Indenture in Permitted Investments that mature not later than the Deposit Date next succeeding the date of investment except, if the Collection Account Securities Intermediary and the Indenture Trustee are the same Person, investments on which the Indenture Trustee is the obligor (including repurchase agreements on which the Indenture Trustee, in its commercial capacity, is liable as principal) may mature on the next succeeding Payment Date; provided, however, that once such amounts have been invested in Permitted Investments, such Permitted Investments must be held or maintained until they mature on or before the dates described above. (b) On or prior to the Closing Date, the Servicer shall establish and maintain for the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Deposit Account for the deposit of distributions to the Noteholders (the "Note Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. The Note Distribution Account shall be established initially at JPMorgan Chase Bank. Should any depositary of the Note Distribution Account or the Certificate Distribution Account (including JPMorgan Chase Bank (or an Affiliate thereof)) cease to be either a Qualified Institution or a Qualified Trust Institution, as applicable, then the Servicer shall, with the Seller's assistance as necessary, cause the related account to be moved to a Qualified Institution or a Qualified Trust Institution, unless the Rating Agency Condition is satisfied in connection with such depositary's ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may be. Amounts on deposit in the Note Distribution Account shall not be invested. (c) The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Note Distribution Account and in all proceeds thereof and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate.

Establishment of Collection Account and Note Distribution Account. (aA) On or prior to the Closing Date, the Issuer, the Collection Account Securities Intermediary and the Indenture Trustee shall have entered into the Collection Account Control Agreement pursuant to which the Collection Account shall be established and maintained for the benefit of the Noteholders and the Certificateholders. If the depositary of the Collection Account ceases to be either a Qualified Institution or a Qualified Trust Institution, as applicable, the Issuer shall cause the Collection Account to be moved to a Qualified Institution or a separate trust account in a Qualified Trust Institution and the Indenture Trustee shall cause the depositary maintaining the new Collection Account to assume the obligations of the existing Collection Account Securities Intermediary under the Collection Account Control Agreement unless the Rating Agency Condition is satisfied in connection with such depositary's ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may be. All amounts held in the Collection Account shall be invested in accordance with the Collection Account Control Agreement at the written direction of the Servicer to the extent provided in Section 8.3(a) and Section 8.3(c) of the Indenture in Permitted Investments that mature not later than the Deposit Date next succeeding the date of investment except, if the Collection Account Securities Intermediary and the Indenture Trustee are the same Person, investments on which the Indenture Trustee is the obligor (including repurchase agreements on which the Indenture Trustee, in its commercial capacity, is liable as principal) may mature on the next succeeding Payment Date; provided, however, that once such amounts have been invested in Permitted Investments, such Permitted Investments must be held or maintained until they mature on or before the dates described above. (bB) On or prior to the Closing Date, the Servicer shall establish and maintain for the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Deposit Account for the deposit of distributions to the Noteholders (the "Note Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. The Note Distribution Account shall be established initially at JPMorgan Chase Bank. Should any depositary of the Note Distribution Account or the Certificate Distribution Account (including JPMorgan Chase Bank (or an Affiliate thereof)) cease to be either a Qualified Institution or a Qualified Trust Institution, as applicable, then the Servicer shall, with the Seller's assistance as necessary, cause the related account to be moved to a Qualified Institution or a Qualified Trust Institution, unless the Rating Agency Condition is satisfied in connection with such depositary's ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may be. Amounts on deposit in the Note Distribution Account shall not be invested. (cC) The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Note Distribution Account and in all proceeds thereof and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate.

Establishment of Collection Account and Note Distribution Account. (a) On or prior to the Closing Date, the Issuer, the Collection Account Securities Intermediary and the Indenture Trustee shall have entered into the Collection Account Control Agreement pursuant to which the Collection Account shall be established and maintained for the benefit of the Noteholders and the Certificateholders. If the depositary of the Collection Account ceases to be either a Qualified Institution or a Qualified Trust Institution, as applicable, the Issuer shall cause the Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution and the Indenture Trustee shall cause the depositary maintaining the new Collection Account to assume the obligations of the existing Collection Account Securities Intermediary under the Collection Account Control Agreement unless the Rating Agency Condition is satisfied in connection with such depositary's ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may be. All amounts held in the Collection Account shall be invested in accordance with the Collection Account Control Agreement at the written direction of the Servicer to the extent provided in Section 8.3(a) and Section 8.3(c) of the Indenture in Permitted Investments that mature not later than the Deposit Date next succeeding the date of investment except, if the Collection Account Securities Intermediary and the Indenture Trustee are the same Person, investments on which the Indenture Trustee is the obligor (including repurchase agreements on which the Indenture Trustee, in its commercial capacity, is liable as principal) may mature on the next succeeding Payment Date; provided, however, that once such amounts have been invested in Permitted Investments, such Permitted Investments must be held or maintained until they mature on or before the dates described above. (b) On or prior to the Closing Date, the Servicer shall establish and maintain for the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Deposit Account for the deposit of distributions to the Noteholders (the "Note Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. The Note Distribution Account shall be established initially at JPMorgan Chase BankChase. Should any depositary of the Note Distribution Account or the Certificate Distribution Account (including JPMorgan Chase Bank (or an Affiliate thereof)) cease to be either a Qualified Institution or a Qualified Trust Institution, as applicable, then the Servicer shall, with the Seller's assistance as necessary, cause the related account to be moved to a Qualified Institution or a Qualified Trust Institution, unless the Rating Agency Condition is satisfied in connection with such depositary's ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may be. Amounts on deposit in the Note Distribution Account shall not be invested. (c) The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Note Distribution Account and in all proceeds thereof and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate.

Establishment of Collection Account and Note Distribution Account. (a) On or prior to the Closing Date, the Issuer, the Collection Account Securities Intermediary and the Indenture Trustee shall have entered into the Collection Account Control Agreement pursuant to which the Collection Account shall be established and maintained for the benefit of the Noteholders and the CertificateholdersNoteholders. If the depositary of the Collection Account ceases to be either a Qualified Institution or a Qualified Trust Institution, as applicable, the Issuer shall cause the Collection Account to be moved to a Qualified Institution or a separate trust account in a Qualified Trust Institution and the Indenture Trustee shall cause the depositary maintaining the new Collection Account to assume the obligations of the existing Collection Account Securities Intermediary under the Collection Account Control Agreement unless the Rating Agency Condition is satisfied in connection with such depositary's ’s ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may be. All amounts held in the Collection Account shall be invested in accordance with the Collection Account Control Agreement at the written direction of the Servicer to the extent provided in Section 8.3(a) and Section 8.3(c) of the Indenture in Permitted Investments that mature not later than the Deposit Date next succeeding the date of investment except, if the Collection Account Securities Intermediary and the Indenture Trustee are the same Person, investments on which the Indenture Trustee is the obligor (including repurchase agreements on which the Indenture Trustee, in its commercial capacity, is liable as principal) may mature on the next succeeding Payment Date; provided, however, that once such amounts have been invested in Permitted Investments, such Permitted Investments must be held or maintained until they mature on or before the dates described above. (b) On or prior to the Closing Date, the Servicer shall establish and maintain for the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Deposit Account for the deposit of distributions to the Noteholders (the "“Note Distribution Account"”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. The Note Distribution Account shall be established initially at JPMorgan Chase BankChase. Should any depositary of the Note Distribution Account or the Certificate Distribution Account (including JPMorgan Chase Bank (or an Affiliate thereof)) cease to be either a Qualified Institution or a Qualified Trust Institution, as applicable, then the Servicer shall, with the Seller's Depositor’s assistance as necessary, cause the related account to be moved to a Qualified Institution or a Qualified Trust Institution, unless the Rating Agency Condition is satisfied in connection with such depositary's ’s ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may be. Amounts on deposit in the Note Distribution Account shall not be invested. (c) The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Note Distribution Account and in all proceeds thereof and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate.

Establishment of Collection Account and Note Distribution Account. (a) On or prior to the Closing Date, the Issuer, the Collection Account Securities Intermediary and the Indenture Trustee shall have entered into the Collection Account Control Agreement pursuant to which the Collection Account shall be established and maintained for the benefit of the Noteholders and the Certificateholders. If the depositary of the Collection Account ceases to be either a Qualified Institution or a Qualified Trust Institution, as applicable, the Issuer shall cause the Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution and the Indenture Trustee shall cause the depositary maintaining the new Collection Account to assume the obligations of the existing Collection Account Securities Intermediary under the Collection Account Control Agreement unless the Rating Agency Condition is satisfied in connection with such depositary's ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may be. All amounts held in the Collection Account shall be invested in accordance with the Collection Account Control Agreement at the written direction of the Servicer to the extent provided in Section 8.3(a) and Section 8.3(c) of the Indenture in Permitted Investments that mature not later than the Deposit Date next succeeding the date of investment except, if the Collection Account Securities Intermediary and the Indenture Trustee are the same Person, investments on which the Indenture Trustee is the obligor (including repurchase agreements on which the Indenture Trustee, in its commercial capacity, is liable as principal) may mature on the next succeeding Payment Date; providedPROVIDED, however, that once such amounts have been invested in Permitted Investments, such Permitted Investments must be held or maintained until they mature on or before the dates described above. (b) On or prior to the Closing Date, the Servicer shall establish and maintain for the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Deposit Account for the deposit of distributions to the Noteholders (the "Note Distribution AccountNOTE DISTRIBUTION ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. The Note Distribution Account shall be established initially at JPMorgan Chase Bank. Should any depositary of the Note Distribution Account or the Certificate Distribution Account (including JPMorgan Chase Bank (or an Affiliate thereof)) cease to be either a Qualified Institution or a Qualified Trust Institution, as applicable, then the Servicer shall, with the Seller's assistance as necessary, cause the related account to be moved to a Qualified Institution or a Qualified Trust Institution, unless the Rating Agency Condition is satisfied in connection with such depositary's ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may be. Amounts on deposit in the Note Distribution Account shall not be invested. (c) The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Note Distribution Account and in all proceeds thereof and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate.

Establishment of Collection Account and Note Distribution Account. (aA) On or prior to the Closing Date, the Issuer, the Collection Account Securities Intermediary and the Indenture Trustee shall have entered into the Collection Account Control Agreement pursuant to which the Collection Account shall be established and maintained for the benefit of the Noteholders and the Certificateholders. If the depositary of the Collection Account ceases to be either a Qualified Institution or a Qualified Trust Institution, as applicable, the Issuer shall cause the Collection Account to be moved to a Qualified Institution or a separate trust account in a Qualified Trust Institution and the Indenture Trustee shall cause the depositary maintaining the new Collection Account to assume the obligations of the existing Collection Account Securities Intermediary under the Collection Account Control Agreement unless the Rating Agency Condition is satisfied in connection with such depositary's ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may be. All amounts held in the Collection Account shall be invested in accordance with the Collection Account Control Agreement at the written direction of the Servicer to the extent provided in Section 8.3(a) and Section 8.3(c) of the Indenture in Permitted Investments that mature not later than the Deposit Date next succeeding the date of investment except, if the Collection Account Securities Intermediary and the Indenture Trustee are the same Person, investments on which the Indenture Trustee is the obligor (including repurchase agreements on which the Indenture Trustee, in its commercial capacity, is liable as principal) may mature on the next succeeding Payment Date; provided, however, that once such amounts have been invested in Permitted Investments, such Permitted Investments must be held or maintained until they mature on or before the dates described above. (b) . On or prior to the Closing Date, the Servicer shall establish and maintain for the benefit of the Noteholders, in the name of the Indenture Trustee, an Eligible Deposit Account for the deposit of distributions to the Noteholders (the "Note Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. The Note Distribution Account shall be established initially at JPMorgan Chase Bank. Should any depositary of the Note Distribution Account or the Certificate Distribution Account (including JPMorgan Chase Bank (or an Affiliate thereof)) cease to be either a Qualified Institution or a Qualified Trust Institution, as applicable, then the Servicer shall, with the Seller's assistance as necessary, cause the related account to be moved to a Qualified Institution or a Qualified Trust Institution, unless the Rating Agency Condition is satisfied in connection with such depositary's ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may be. Amounts on deposit in the Note Distribution Account shall not be invested. (c) . The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Note Distribution Account and in all proceeds thereof and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate.