Common use of Establishment of Collection Account and Payahead Account Clause in Contracts

Establishment of Collection Account and Payahead Account. (a) The Owner Trustee, for the benefit of the Certificateholder, shall establish and maintain, or shall cause to be established and maintained, in the name of the Trust (or in such other name as shall be specified in the Sale and Servicing Agreement), the Collection Account and the Payahead Account. Each such account shall be established and maintained as an Eligible Deposit Account, and, subject to provisions of the Sale and Servicing Agreement and the Indenture, bearing a designation clearly indicating that, subject to Section 5.01(b), the funds deposited therein are held by the Trust for the benefit of the Certificateholder, in each case in accordance with Section 5.01 in the Sale and Servicing Agreement. Subject to Section 5.01(b), the Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and the Payahead Account and in all proceeds thereof (other than any net investment earnings on Eligible Investments held therein). Except as otherwise expressly provided herein, the Collection Account and the Payahead Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholder. If, at any time, the Collection Account or the Payahead Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Administrator on behalf of the Owner Trustee, if the Collection Account is not then held by the Owner Trustee or an affiliate thereof) shall within 10 Business Days establish a new equivalent Eligible Deposit Account and shall transfer any cash and/or any investments to such new account. (b) Notwithstanding the foregoing, concurrently with, the execution and delivery of any Indenture pursuant to which the Notes are issued, the Servicer shall establish and maintain, or shall cause to be established and maintained, at the direction of the Depositor, accounts of the Trust ("Trust Accounts") in the name of and under the control of the Indenture Trustee for the benefit of the Holders of the Notes, in each case in accordance with Section 5.01 of the Sale and Servicing Agreement. The Owner Trustee shall thereupon promptly transfer any cash and/or investments then on deposit in the equivalent Trust Accounts maintained by it pursuant to Section 5.01(a) to the newly established Trust Accounts on the terms and conditions set forth in the Sale and Servicing Agreement and the Indenture. The Indenture Trustee will be obligated to transfer back to the equivalent Trust Accounts established pursuant to Section 5.01(a) all funds or investments held or to be held in the Trust Accounts established pursuant to this Section 5.01(b) on the Payment Date on which the Notes of all Classes have been paid in full or the Indenture is otherwise terminated (excluding any amounts to be retained for distribution in respect of Notes that are not promptly delivered for payment on such Payment Date), and to take all necessary or appropriate actions to transfer all right, title and interest of the Indenture Trustee in such funds or investments and all proceeds thereof, to the Owner Trustee for the benefit of the Certificateholder.

Establishment of Collection Account and Payahead Account. (a) The Owner Trustee, for the benefit of the Certificateholder, shall establish and maintain, or shall cause to be established and maintained, in the name of the Trust (or in such other name as shall be specified in the Sale and Servicing Agreement), the Collection Account and the Payahead Account. Each such account shall be established and maintained as an Eligible Deposit Account, and, subject to provisions of the Sale and Servicing Agreement and the Indenture, bearing a designation clearly indicating that, subject to Section 5.01(b), the funds deposited therein are held by the Trust for the benefit of the Certificateholder, in each case in accordance with Section 5.01 in the Sale and Servicing Agreement. Subject to Section 5.01(b), the Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and the Payahead Account and in all proceeds thereof (other than any net investment earnings on Eligible Investments held therein). Except as otherwise expressly provided herein, the Collection Account and the Payahead Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholder. If, at any time, the Collection Account or the Payahead Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Administrator Servicer on behalf of the Owner Trustee and the Indenture Trustee, if shall establish the Collection Account is not then held by the Owner Trustee or an affiliate thereof) shall within 10 Business Days establish a new equivalent Eligible Deposit and Payahead Account and shall transfer any cash and/or any investments to such new account. (b) Notwithstanding the foregoing, concurrently with, the execution and delivery of any Indenture pursuant to which the Notes are issued, the Servicer shall establish and maintain, or shall cause to be established and maintained, at the direction of the Depositor, accounts of the Trust ("Trust Accounts") in the name of and under the control of the Indenture Trustee for the benefit of the Holders Securityholders. Except as otherwise provided in this Agreement, each such account shall be an account initially established with the Indenture Trustee and maintained with the Indenture Trustee so long as (i) the commercial paper or other short-term unsecured debt obligations of the NotesIndenture Trustee are rated "P-1" or better by Moody's, or if not so rated by Moody's then otherwise approved by Moody's, and "A-1+" or better by Standard & Poor's if rated by Standard & Poor's, or if not so rated by Standard & Poor's then otherwise approved by Standard & Poor's, in each case at the time of any deposit therein, or (ii) such account is a segregated trust account located in accordance with Section 5.01 the corporate trust department of the Sale Indenture Trustee bearing a designation clearly indicating that the funds deposited therein (other than interest or investment earnings thereon) are held in trust for the benefit of the Securityholders, and Servicing the Indenture Trustee has a long-term deposit rating from Moody's (so long as Xxxxx'x is a Rating Agency) of at least "A1" (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and is organized under the laws of the United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee no longer meets either of the foregoing requirements, then the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Collection Account and Payahead Account to be moved to a bank or trust company that satisfies either of such requirements. (b) For so long as the depository institution or trust company then maintaining the Collection Account and Payahead Account meets the requirements of Section 5.01(a)(i) or (a)(ii), all amounts held in these accounts shall, to the extent permitted by applicable laws, rules and regulations, be invested, as directed in writing by the Servicer, in Eligible Investments; otherwise such amounts shall be maintained in cash. The Owner Trustee Earnings on investment of funds in these accounts (net of losses and investment expenses) shall thereupon promptly transfer be paid to the Servicer on each Payment Date as servicing compensation, and any cash and/or investments then losses and investment expenses shall be charged against the funds on deposit in the equivalent related account. (c) For so long as The Bank of New York or U.S. Bank Trust Accounts National Association is the Relevant Trustee, the Collection Account and Payahead Account shall be maintained by it with The Bank of New York as described in clause (ii) of the second sentence of Section 5.01(a). In the event that the long-term debt rating of the Relevant Trustee does not satisfy clause (ii) of the second sentence of Section 5.01(a), the Servicer shall, with the assistance of the Relevant Trustee as necessary, cause the Collection Account and the Payahead Account to be moved to an institution or an account otherwise satisfying the requirements of Section 5.01(a). (d) Subject to the foregoing, the Servicer, on behalf of the Owner Trustee and the Indenture Trustee, shall establish and maintain as the Collection Account an Eligible Deposit Account in the name of and under the exclusive control of the Indenture Trustee, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholder. On the Closing Date, the Owner Trustee will transfer, or cause to be transferred, to such Collection Account all funds or investments on deposit in the Collection Account established pursuant to Section 5.01(a) the Trust Agreement for the benefit of the Certificateholder, and all of the proceeds thereof, and will transfer all of its right, title and interest in the Collection Account, all funds or investments held or to be held therein and all proceeds thereof, whether or not on behalf of the Certificateholder, to the newly established Trust Accounts on Indenture Trustee for the terms benefit of the Swap Counterparty, the Noteholders, the holder of the Revolving Liquidity Note and conditions set forth in the Sale and Servicing Agreement and the IndentureCertificateholder. The Indenture Trustee will be obligated to transfer back to the equivalent Trust Accounts established pursuant to Section 5.01(a) all funds or investments held or to be held amounts remaining on deposit in the Trust Accounts established pursuant to this Section 5.01(b) Collection Account on the Payment Date on which the Notes of all Classes have been paid in full , the Revolving Liquidity Note has been paid in full and the Interest Rate Swap Agreement has been terminated and all Swap Payments Outgoing and all Swap Termination Payments payable to the Swap Counterparty have been paid (or substantially all of the Indenture Trust Estate is otherwise terminated (excluding any amounts released from the lien of the Indenture) to be retained the Collection Account established pursuant to the Trust Agreement for distribution in respect the benefit of Notes that are not promptly delivered for payment on such Payment Date)the Certificateholder, and to take all necessary or appropriate actions to transfer all of its right, title and interest of in the Indenture Trustee in such Collection Account, all funds or investments held or to be held therein and all proceeds thereof, whether or not on behalf of the Swap Counterparty, the holder of the Revolving Liquidity Note or the Noteholders and the Certificateholder, to the Owner Trustee for the benefit of the Certificateholder, subject to the limitations set forth in the Indenture with respect to amounts held for payment to the Swap Counterparty, the holder of the Revolving Liquidity Note or Noteholders that do not promptly deliver a Note for payment on such Payment Date. (e) With respect to the Collection Account and all property held therein, the Owner Trustee agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as Notes of any Class, the Revolving Liquidity Note or the Interest Rate Swap Agreement remain outstanding, the Indenture Trustee shall possess all right, title and interest therein (excluding interest or investment income thereon payable to the Servicer), and that such account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Swap Counterparty, the holder of the Revolving Liquidity Note and the Noteholders and the Certificateholder, as the case may be, as set forth in the Indenture. Subject to the right of the Indenture Trustee to make withdrawals therefrom, as directed by the Servicer, for the purposes and in the amounts set forth in Section 5.06, the Payahead Account and all funds held therein shall be the property of the Servicer and not the property of the Issuer, the Owner Trustee or the Indenture Trustee. The Issuer, Owner Trustee, Seller and Indenture Trustee will treat the Payahead Account, all funds therein and all net investment income with respect thereto as assets of the Servicer for federal income tax and all other purposes. The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account and the Payahead Account for the purpose of permitting the Servicer, Indenture Trustee or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement, as the case may be.

Establishment of Collection Account and Payahead Account. (a) The Owner Trustee, for the benefit of the Certificateholder, shall establish and maintain, or shall cause to be established and maintained, in the name of the Trust (or in such other name as shall be specified in the Sale and Servicing Agreement), the Collection Account and the Payahead Account. Each such account shall be established and maintained as an Eligible Deposit Account, and, subject to provisions of the Sale and Servicing Agreement and the Indenture, bearing a designation clearly indicating that, subject to Section 5.01(b), the funds deposited therein are held by the Trust for the benefit of the Certificateholder, in each case in accordance with Section 5.01 in the Sale and Servicing Agreement. Subject to Section 5.01(b), the Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and the Payahead Account and in all proceeds thereof (other than any net investment earnings on Eligible Investments held therein). Except as otherwise expressly provided herein, the Collection Account and the Payahead Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholder. If, at any time, the Collection Account or the Payahead Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Administrator on behalf of the Owner Trustee, if the Collection Account is not then held by the Owner Trustee or an affiliate thereof) shall within 10 Business Days establish a new equivalent Eligible Deposit Account and shall transfer any cash and/or any investments to such new account. (b) Notwithstanding the foregoing, concurrently with, the execution and delivery of any Indenture pursuant to which the Notes are issued, the Servicer shall establish and maintain, or shall cause to be established and maintained, at the direction of the Depositor, accounts of the Trust ("Trust Accounts") in the name of and under the control of the Indenture Trustee for the benefit of the Holders of the NotesSecurityholders, in each case in accordance with Section 5.01 of the Sale and Servicing Agreement. The Owner Trustee shall thereupon promptly transfer any cash and/or investments then on deposit in the equivalent Trust Accounts maintained by it pursuant to Section 5.01(a) to the newly established Trust Accounts on the terms and conditions set forth in the Sale and Servicing Agreement and the Indenture. The Indenture Trustee will be obligated to transfer back to the equivalent Trust Accounts established pursuant to Section 5.01(a) all funds or investments held or to be held in the Trust Accounts established pursuant to this Section 5.01(b) on the Payment Date on which the Notes of all Classes have been paid in full or the Indenture is otherwise terminated (excluding any amounts to be retained for distribution in respect of Notes that are not promptly delivered for payment on such Payment Date), and to take all necessary or appropriate actions to transfer all right, title and interest of the Indenture Trustee in such funds or investments and all proceeds thereof, to the Owner Trustee for the benefit of the Certificateholder.

Establishment of Collection Account and Payahead Account. (a) The Owner Trustee, for the benefit of the Certificateholder, shall establish and maintain, or shall cause to be established and maintained, in the name of the Trust (or in such other name as shall be specified in the Sale and Servicing Agreement), the Collection Account and the Payahead Account. Each such account shall be established and maintained as an Eligible Deposit Account, and, subject to provisions of the Sale and Servicing Agreement and the Indenture, bearing a designation clearly indicating that, subject to Section 5.01(b), the funds deposited therein are held by the Trust for the benefit of the Certificateholder, in each case in accordance with Section 5.01 in the Sale and Servicing Agreement. Subject to Section 5.01(b), the Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and the Payahead Account and in all proceeds thereof (other than any net investment earnings on Eligible Investments held therein). Except as otherwise expressly provided herein, the Collection Account and the Payahead Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholder. If, at any time, the Collection Account or the Payahead Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Administrator on behalf of the Owner Trustee, if the Collection Account is not then held by the Owner Trustee or an affiliate thereof) shall within 10 Business Days establish a new equivalent Eligible Deposit Account and shall transfer any cash and/or any investments to such new account. (b) Notwithstanding the foregoing, concurrently with, the execution and delivery of any Indenture pursuant to which the Notes are issued, the Servicer shall establish and maintain, or shall cause to be established and maintained, at the direction of the Depositor, accounts of the Trust ("Trust Accounts") Accounts in the name of and under the control of the Indenture Trustee for the benefit of the Holders of the NotesSecurityholders, in each case in accordance with Section 5.01 of the Sale and Servicing Agreement. The Owner Trustee shall thereupon promptly transfer any cash and/or investments then on deposit in the equivalent Trust Accounts maintained by it pursuant to Section 5.01(a) to the newly established Trust Accounts on the terms and conditions set forth in the Sale and Servicing Agreement and the Indenture. The Indenture Trustee will be obligated to transfer back to the equivalent Trust Accounts established pursuant to Section 5.01(a) all funds or investments held or to be held in the Trust Accounts established pursuant to this Section 5.01(b) on the Payment Date on which the Notes of all Classes have been paid in full or the Indenture is otherwise terminated (excluding any amounts to be retained for distribution in respect of Notes that are not promptly delivered for payment on such Payment Date), and to take all necessary or appropriate actions to transfer all right, title and interest of the Indenture Trustee in such funds or investments and all proceeds thereof, to the Owner Trustee for the benefit of the Certificateholder.

Establishment of Collection Account and Payahead Account. (a) The Owner Trustee, for the benefit of the Certificateholder, shall establish and maintain, or shall cause to be established and maintained, in the name of the Trust (or in such other name as shall be specified in the Sale and Servicing Agreement), the Collection Account and the Payahead Account. Each such account shall be established and maintained as an Eligible Deposit Account, and, subject to provisions of the Sale and Servicing Agreement and the Indenture, bearing a designation clearly indicating that, subject to Section 5.01(b), the funds deposited therein are held by the Trust for the benefit of the Certificateholder, in each case in accordance with Section 5.01 in the Sale and Servicing Agreement. Subject to Section 5.01(b), the Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and the Payahead Account and in all proceeds thereof (other than any net investment earnings on Eligible Investments held therein). Except as otherwise expressly provided herein, the Collection Account and the Payahead Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholder. If, at any time, the Collection Account or the Payahead Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Administrator Servicer on behalf of the Owner Trustee and the Indenture Trustee, if shall establish the Collection Account is not then held by the Owner Trustee or an affiliate thereof) shall within 10 Business Days establish a new equivalent Eligible Deposit and Payahead Account and shall transfer any cash and/or any investments to such new account. (b) Notwithstanding the foregoing, concurrently with, the execution and delivery of any Indenture pursuant to which the Notes are issued, the Servicer shall establish and maintain, or shall cause to be established and maintained, at the direction of the Depositor, accounts of the Trust ("Trust Accounts") in the name of and under the control of the Indenture Trustee for the benefit of the Holders Securityholders. Except as otherwise provided in this Agreement, each such account shall be an account initially established with the Indenture Trustee and maintained with the Indenture Trustee so long as (i) the commercial paper or other short-term unsecured debt obligations of the NotesIndenture Trustee are rated "P-1" or better by Moody's, or if not rated by Moody's then otherwise approved by Moody's, and "A-1" or better by Standard & Poor's if rated by Standard & Poor's, or if not rated by Standard & Poor's then otherwise approved by Standard & Poor's, in each case at the time of any deposit therein, or (ii) such account is a segregated trust account located in accordance with Section 5.01 the corporate trust department of the Sale Indenture Trustee bearing a designation clearly indicating that the funds deposited therein (other than interest or investment earnings thereon) are held in trust for the benefit of the Securityholders, and Servicing the Indenture Trustee has a long-term deposit rating from Moody's (so long as Xxxxx'x is a Rating Agency) of at least "A1" (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and is organized under the laws of the United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee no longer meets either of the foregoing requirements, then the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Collection Account and Payahead Account to be moved to a bank or trust company that satisfies either of such requirements. (b) For so long as the depository institution or trust company then maintaining the Collection Account and Payahead Account meets the requirements of Section 5.01(a)(i) or (a)(ii), all amounts held in these accounts shall, to the extent permitted by applicable laws, rules and regulations, be invested, as directed in writing by the Servicer, in Eligible Investments; otherwise such amounts shall be maintained in cash. The Owner Trustee Earnings on investment of funds in these accounts (net of losses and investment expenses) shall thereupon promptly transfer be paid to the Servicer on each Payment Date as servicing compensation, and any cash and/or investments then losses and investment expenses shall be charged against the funds on deposit in the equivalent Trust related account. (c) For so long as U.S. Bank National Association is the Relevant Trustee, the Accounts shall be maintained by it with U.S. Bank National Association as described in clause (ii) of the second sentence of Section 5.01(a). In the event that the long-term debt rating of the Relevant Trustee does not satisfy clause (ii) of the second sentence of Section 5.01(a), the Servicer shall, with the assistance of the Relevant Trustee as necessary, cause the Collection Account and the Payahead Account to be moved to an institution or an account otherwise satisfying the requirements of Section 5.01(a). (d) Subject to the foregoing, the Servicer, on behalf of the Owner Trustee and the Indenture Trustee, shall establish and maintain as the Collection Account an Eligible Deposit Account in the name of and under the exclusive control of the Indenture Trustee, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. On the Closing Date, the Owner Trustee will transfer, or cause to be transferred, to such Collection Account all funds or investments on deposit in the Collection Account established pursuant to Section 5.01(a) the Trust Agreement for the benefit of the Certificateholders, and all of the proceeds thereof, and will transfer all of its right, title and interest in the Collection Account, all funds or investments held or to be held therein and all proceeds thereof, whether or not on behalf of the Certificateholders, to the newly established Trust Accounts on Indenture Trustee for the terms benefit of the Noteholders and conditions set forth in the Sale and Servicing Agreement and the IndentureCertificateholders. The Indenture Trustee will be obligated to transfer back to the equivalent Trust Accounts established pursuant to Section 5.01(a) all funds or investments held or to be held amounts remaining on deposit in the Trust Accounts established pursuant to this Section 5.01(b) Collection Account on the Payment Date on which the Notes of all Classes have been paid in full (or substantially all of the Indenture Trust Estate is otherwise terminated (excluding any amounts released from the lien of the Indenture) to be retained the Collection Account established pursuant to the Trust Agreement for distribution in respect the benefit of Notes that are not promptly delivered for payment on such Payment Date)the Certificateholders, and to take all necessary or appropriate actions to transfer all of its right, title and interest of in the Indenture Trustee in such Collection Account, all funds or investments held or to be held therein and all proceeds thereof, whether or not on behalf of the Noteholders and Certificateholders, to the Owner Trustee for the benefit of the CertificateholderCertificateholders, subject to the limitations set forth in the Indenture with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Payment Date. (e) With respect to the Collection Account and Payahead Account, and all property held therein, the Owner Trustee agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as Notes of any Class remain outstanding, the Indenture Trustee shall possess all right, title and interest therein (excluding interest or investment income thereon payable to the Servicer or Seller, as the case may be), and that such accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders, as the case may be, as set forth in the Indenture. The parties hereto agree that the Issuer, Owner Trustee and Certificateholders have no right, title or interest in the Reserve Account or any amounts on deposit therein at any time. The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account and the Payahead Account for the purpose of permitting the Servicer, Indenture Trustee or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement, as the case may be.

Establishment of Collection Account and Payahead Account. (a) The Owner Trustee, for the benefit of the Certificateholder, shall establish and maintain, or shall cause to be established and maintained, in the name of the Trust (or in such other name as shall be specified in the Sale and Servicing Agreement), the Collection Account and the Payahead Account. Each such account shall be established and maintained as an Eligible Deposit Account, and, subject to provisions of the Sale and Servicing Agreement and the Indenture, bearing a designation clearly indicating that, subject to Section 5.01(b), the funds deposited therein are held by the Trust for the benefit of the Certificateholder, in each case in accordance with Section 5.01 in the Sale and Servicing Agreement. Subject to Section 5.01(b), the Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and the Payahead Account and in all proceeds thereof (other than any net investment earnings on Eligible Investments held therein). Except as otherwise expressly provided herein, the Collection Account and the Payahead Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholder. If, at any time, the Collection Account or the Payahead Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Administrator Servicer on behalf of the Owner Trustee and the Indenture Trustee, if shall establish the Collection Account is not then held by the Owner Trustee or an affiliate thereof) shall within 10 Business Days establish a new equivalent Eligible Deposit and Payahead Account and shall transfer any cash and/or any investments to such new account. (b) Notwithstanding the foregoing, concurrently with, the execution and delivery of any Indenture pursuant to which the Notes are issued, the Servicer shall establish and maintain, or shall cause to be established and maintained, at the direction of the Depositor, accounts of the Trust ("Trust Accounts") in the name of and under the control of the Indenture Trustee for the benefit of the Holders Securityholders. Except as otherwise provided in this Agreement, each such account shall be an account initially established with the Indenture Trustee and maintained with the Indenture Trustee so long as (i) the commercial paper or other short-term unsecured debt obligations of the NotesIndenture Trustee are rated "P-1" or better by Moody's, or if not so rated by Moody's then otherwise approved by Moody's, and "A-1+" or better by Standard & Poor's if rated by Standard & Poor's, or if not so rated by Standard & Poor's then otherwise approved by Standard & Poor's, in each case at the time of any deposit therein, or (ii) such account is a segregated trust account located in accordance with Section 5.01 the corporate trust department of the Sale Indenture Trustee bearing a designation clearly indicating that the funds deposited therein (other than interest or investment earnings thereon) are held in trust for the benefit of the Securityholders, and Servicing the Indenture Trustee has a long-term deposit rating from Moody's (so long as Xxxxx'x is a Rating Agency) of at least "A1" (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and is organized under the laws of the United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee no longer meets either of the foregoing requirements, then the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Collection Account and Payahead Account to be moved to a bank or trust company that satisfies either of such requirements. (b) For so long as the depository institution or trust company then maintaining the Collection Account and Payahead Account meets the requirements of Section 5.01(a)(i) or (a)(ii), all amounts held in these accounts shall, to the extent permitted by applicable laws, rules and regulations, be invested, as directed in writing by the Servicer, in Eligible Investments; otherwise such amounts shall be maintained in cash. The Owner Trustee Earnings on investment of funds in these accounts (net of losses and investment expenses) shall thereupon promptly transfer be paid to the Servicer on each Payment Date as servicing compensation, and any cash and/or investments then losses and investment expenses shall be charged against the funds on deposit in the equivalent Trust Accounts related account. (c) For so long as or is the Relevant Trustee, the Collection Account and Payahead Account shall be maintained by it with as described in clause (ii) of the second sentence of Section 5.01(a). In the event that the long-term debt rating of the Relevant Trustee does not satisfy clause (ii) of the second sentence of Section 5.01(a), the Servicer shall, with the assistance of the Relevant Trustee as necessary, cause the Collection Account and the Payahead Account to be moved to an institution or an account otherwise satisfying the requirements of Section 5.01(a). (d) Subject to the foregoing, the Servicer, on behalf of the Owner Trustee and the Indenture Trustee, shall establish and maintain as the Collection Account an Eligible Deposit Account in the name of and under the exclusive control of the Indenture Trustee, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholder. On the Closing Date, the Owner Trustee will transfer, or cause to be transferred, to such Collection Account all funds or investments on deposit in the Collection Account established pursuant to Section 5.01(a) the Trust Agreement for the benefit of the Certificateholder, and all of the proceeds thereof, and will transfer all of its right, title and interest in the Collection Account, all funds or investments held or to be held therein and all proceeds thereof, whether or not on behalf of the Certificateholder, to the newly established Trust Accounts on Indenture Trustee for the terms benefit of the [Swap Counterparty,] the Noteholders, [the Holder of the Revolving Liquidity Note] and conditions set forth in the Sale and Servicing Agreement and the IndentureCertificateholder. The Indenture Trustee will be obligated to transfer back to the equivalent Trust Accounts established pursuant to Section 5.01(a) all funds or investments held or to be held amounts remaining on deposit in the Trust Accounts established pursuant to this Section 5.01(b) Collection Account on the Payment Date on which the Notes of all Classes have been paid in full[, the Revolving Liquidity Note has been paid in full and the Interest Rate Swap Agreement has been terminated and all Swap Payments Outgoing and all Swap Termination Payments payable to the Swap Counterparty have been paid] (or substantially all of the Indenture Trust Estate is otherwise terminated (excluding any amounts released from the lien of the Indenture) to be retained the Collection Account established pursuant to the Trust Agreement for distribution in respect the benefit of Notes that are not promptly delivered for payment on such Payment Date)the Certificateholder, and to take all necessary or appropriate actions to transfer all of its right, title and interest of in the Indenture Trustee in such Collection Account, all funds or investments held or to be held therein and all proceeds thereof, whether or not on behalf of [the Swap Counterparty,] [the holder of the Revolving Liquidity Note or] the Noteholders and the Certificateholder, to the Owner Trustee for the benefit of the Certificateholder, subject to the limitations set forth in the Indenture with respect to amounts held for payment [to the Swap Counterparty,] [the holder of the Revolving Liquidity Note or] Noteholders that do not promptly deliver a Note for payment on such Payment Date. (e) With respect to the Collection Account and all property held therein, the Owner Trustee agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as Notes of any Class[, the Revolving Liquidity Note] [or the Interest Rate Swap Agreement] remain outstanding, the Indenture Trustee shall possess all right, title and interest therein (excluding interest or investment income thereon payable to the Servicer), and that such account shall be under the sole dominion and control of the Indenture Trustee for the benefit of [the Swap Counterparty,] [the holder of the Revolving Liquidity Note and] the Noteholders and the Certificateholder, as the case may be, as set forth in the Indenture. Subject to the right of the Indenture Trustee to make withdrawals therefrom, as directed by the Servicer, for the purposes and in the amounts set forth in Section 5.06, the Payahead Account and all funds held therein shall be the property of the Servicer and not the property of the Issuer, the Owner Trustee or the Indenture Trustee. The Issuer, Owner Trustee, Seller and Indenture Trustee will treat the Payahead Account, all funds therein and all net investment income with respect thereto as assets of the Servicer for federal income tax and all other purposes. The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account and the Payahead Account for the purpose of permitting the Servicer, Indenture Trustee or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement, as the case may be. [In the case of any class of Notes issued with a Revolving Period, the Servicer on behalf of the Owner Trustee and the Indenture Trustee shall establish an account for the accumulation of principal and purchase of additional Receivables.]

Establishment of Collection Account and Payahead Account. (a) The Owner Trustee, for the benefit of the CertificateholderCertificateholders, shall establish and maintain, or shall cause to be established and maintained, in the name of the Trust (or in such other name as shall be specified in the Sale and Servicing Agreement), the Collection Account and the Payahead Account. Each such account shall be established and maintained as an Eligible Deposit Account, and, subject to provisions of the Sale and Servicing Agreement and the Indenture, bearing a designation clearly indicating that, subject to Section 5.01(b), the funds deposited therein are held by the Trust for the benefit of the CertificateholderCertificateholders, in each case in accordance with Section 5.01 in the Sale and Servicing Agreement. Subject to Section 5.01(b), the Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and the Payahead Account and in all proceeds thereof (other than any net investment earnings on Eligible Investments held therein). Except as otherwise expressly provided herein, the Collection Account and the Payahead Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the CertificateholderCertificateholders. If, at any time, the Collection Account or the Payahead Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Administrator on behalf of the Owner Trustee, if the Collection Account is not then held by the Owner Trustee or an affiliate thereof) shall within 10 Business Days establish a new equivalent Eligible Deposit Account and shall transfer any cash and/or any investments to such new account. (b) Notwithstanding the foregoing, concurrently with, the execution and delivery of any Indenture pursuant to which the Notes are issued, the Servicer shall establish and maintain, or shall cause to be established and maintained, at the direction of the Depositor, accounts of the Trust ("Trust Accounts") Accounts in the name of and under the control of the Indenture Trustee for the benefit of the Holders of the NotesSecurityholders, in each case in accordance with Section 5.01 of the Sale and Servicing Agreement. The Owner Trustee shall thereupon promptly transfer any cash and/or investments then on deposit in the equivalent Trust Accounts maintained by it pursuant to Section 5.01(a) to the newly established Trust Accounts on the terms and conditions set forth in the Sale and Servicing Agreement and the Indenture. The Indenture Trustee will be obligated to transfer back to the equivalent Trust Accounts established pursuant to Section 5.01(a) all funds or investments held or to be held in the Trust Accounts established pursuant to this Section 5.01(b) on the Payment Date on which the Notes of all Classes have been paid in full or the Indenture is otherwise terminated (excluding any amounts to be retained for distribution in respect of Notes that are not promptly delivered for payment on such Payment Date), and to take all necessary or appropriate actions to transfer all right, title and interest of the Indenture Trustee in such funds or investments and all proceeds thereof, to the Owner Trustee for the benefit of the CertificateholderCertificateholders.

Establishment of Collection Account and Payahead Account. (a) The Owner Trustee, for the benefit of the Certificateholder, shall establish and maintain, or shall cause to be established and maintained, in the name of the Trust (or in such other name as shall be specified in the Sale and Servicing Agreement), the Collection Account and the Payahead Account. Each such account shall be established and maintained as an Eligible Deposit Account, and, subject to provisions of the Sale and Servicing Agreement and the Indenture, bearing a designation clearly indicating that, subject to Section 5.01(b), the funds deposited therein are held by the Trust for the benefit of the Certificateholder, in each case in accordance with Section 5.01 in the Sale and Servicing Agreement. Subject to Section 5.01(b), the Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and the Payahead Account and in all proceeds thereof (other than any net investment earnings on Eligible Investments held therein). Except as otherwise expressly provided herein, the Collection Account and the Payahead Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholder. If, at any time, the Collection Account or the Payahead Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Administrator Servicer on behalf of the Owner Trustee and the Indenture Trustee, if shall establish the Collection Account is not then held by the Owner Trustee or an affiliate thereof) shall within 10 Business Days establish a new equivalent Eligible Deposit and Payahead Account and shall transfer any cash and/or any investments to such new account. (b) Notwithstanding the foregoing, concurrently with, the execution and delivery of any Indenture pursuant to which the Notes are issued, the Servicer shall establish and maintain, or shall cause to be established and maintained, at the direction of the Depositor, accounts of the Trust ("Trust Accounts") in the name of and under the control of the Indenture Trustee for the benefit of the Holders Securityholders. Except as otherwise provided in this Agreement, each such account shall be an account initially established with the Indenture Trustee and maintained with the Indenture Trustee so long as (i) the commercial paper or other short-term unsecured debt obligations of the NotesIndenture Trustee are rated "P-1" or better by Moody's, or if not so rated by Moody's then otherwise approved by Moody's, and "A-1+" or better by Standard & Poor's if rated by Standard & Poor's, or if not so rated by Standard & Poor's then otherwise approved by Standard & Poor's, in each case at the time of any deposit therein, or (ii) such account is a segregated trust account located in accordance with Section 5.01 the corporate trust department of the Sale Indenture Trustee bearing a designation clearly indicating that the funds deposited therein (other than interest or investment earnings thereon) are held in trust for the benefit of the Securityholders, and Servicing the Indenture Trustee has a long-term deposit rating from Moody's (so long as Moody's is a Rating Agency) of at least "A1" (or such lower rating as Xxxxx'x shall approve in writing) and corporate trust powers under applicable federal and state laws and is organized under the laws of the United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee no longer meets either of the foregoing requirements, then the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Collection Account and Payahead Account to be moved to a bank or trust company that satisfies either of such requirements. (b) For so long as the depository institution or trust company then maintaining the Collection Account and Payahead Account meets the requirements of Section 5.01(a)(i) or (a)(ii), all amounts held in these accounts shall, to the extent permitted by applicable laws, rules and regulations, be invested, as directed in writing by the Servicer, in Eligible Investments; otherwise such amounts shall be maintained in cash. The Owner Trustee Earnings on investment of funds in these accounts (net of losses and investment expenses) shall thereupon promptly transfer be paid to the Servicer on each Payment Date as servicing compensation, and any cash and/or investments then losses and investment expenses shall be charged against the funds on deposit in the equivalent related account. (c) For so long as The Bank of New York or U.S. Bank Trust Accounts National Association is the Relevant Trustee, the Collection Account and Payahead Account shall be maintained by it with The Bank of New York as described in clause (ii) of the second sentence of Section 5.01(a). In the event that the long-term debt rating of the Relevant Trustee does not satisfy clause (ii) of the second sentence of Section 5.01(a), the Servicer shall, with the assistance of the Relevant Trustee as necessary, cause the Collection Account and the Payahead Account to be moved to an institution or an account otherwise satisfying the requirements of Section 5.01(a). (d) Subject to the foregoing, the Servicer, on behalf of the Owner Trustee and the Indenture Trustee, shall establish and maintain as the Collection Account an Eligible Deposit Account in the name of and under the exclusive control of the Indenture Trustee, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholder. On the Closing Date, the Owner Trustee will transfer, or cause to be transferred, to such Collection Account all funds or investments on deposit in the Collection Account established pursuant to Section 5.01(a) the Trust Agreement for the benefit of the Certificateholder, and all of the proceeds thereof, and will transfer all of its right, title and interest in the Collection Account, all funds or investments held or to be held therein and all proceeds thereof, whether or not on behalf of the Certificateholder, to the newly established Trust Accounts on Indenture Trustee for the terms benefit of the Noteholders, the holder of the Revolving Liquidity Note and conditions set forth in the Sale and Servicing Agreement and the IndentureCertificateholder. The Indenture Trustee will be obligated to transfer back to the equivalent Trust Accounts established pursuant to Section 5.01(a) all funds or investments held or to be held amounts remaining on deposit in the Trust Accounts established pursuant to this Section 5.01(b) Collection Account on the Payment Date on which the Notes of all Classes have been paid in full and the Revolving Liquidity Note has been paid in full (or substantially all of the Indenture Trust Estate is otherwise terminated (excluding any amounts released from the lien of the Indenture) to be retained the Collection Account established pursuant to the Trust Agreement for distribution in respect the benefit of Notes that are not promptly delivered for payment on such Payment Date)the Certificateholder, and to take all necessary or appropriate actions to transfer all of its right, title and interest of in the Indenture Trustee in such Collection Account, all funds or investments held or to be held therein and all proceeds thereof, whether or not on behalf of the holder of the Revolving Liquidity Note or the Noteholders and the Certificateholder, to the Owner Trustee for the benefit of the Certificateholder, subject to the limitations set forth in the Indenture with respect to amounts held for payment to the holder of the Revolving Liquidity Note or Noteholders that do not promptly deliver a Note for payment on such Payment Date. (e) With respect to the Collection Account and all property held therein, the Owner Trustee agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as Notes of any Class or the Revolving Liquidity Note remain outstanding, the Indenture Trustee shall possess all right, title and interest therein (excluding interest or investment income thereon payable to the Servicer), and that such account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the holder of the Revolving Liquidity Note and the Noteholders and the Certificateholder, as the case may be, as set forth in the Indenture. Subject to the right of the Indenture Trustee to make withdrawals therefrom, as directed by the Servicer, for the purposes and in the amounts set forth in Section 5.06, the Payahead Account and all funds held therein shall be the property of the Servicer and not the property of the Issuer, the Owner Trustee or the Indenture Trustee. The Issuer, Owner Trustee, Seller and Indenture Trustee will treat the Payahead Account, all funds therein and all net investment income with respect thereto as assets of the Servicer for federal income tax and all other purposes. The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account and the Payahead Account for the purpose of permitting the Servicer, Indenture Trustee or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement, as the case may be.

Establishment of Collection Account and Payahead Account. (a) The Owner Trustee, for the benefit of the Certificateholder, shall establish and maintain, or shall cause to be established and maintained, in the name of the Trust (or in such other name as shall be specified in the Sale and Servicing Agreement), the Collection Account and the Payahead Account. Each such account shall be established and maintained as an Eligible Deposit Account, and, subject to provisions of the Sale and Servicing Agreement and the Indenture, bearing a designation clearly indicating that, subject to Section 5.01(b), the funds deposited therein are held by the Trust for the benefit of the Certificateholder, in each case in accordance with Section 5.01 in the Sale and Servicing Agreement. Subject to Section 5.01(b), the Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and the Payahead Account and in all proceeds thereof (other than any net investment earnings on Eligible Investments held therein). Except as otherwise expressly provided herein, the Collection Account and the Payahead Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholder. If, at any time, the Collection Account or the Payahead Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Administrator on behalf of the Owner Trustee, if the Collection Account is not then held by the Owner Trustee or an affiliate thereof) shall within 10 Business Days establish a new equivalent Eligible Deposit Account and shall transfer any cash and/or any investments to such new account. (b) Notwithstanding the foregoing, concurrently with, the execution and delivery of any Indenture pursuant to which the Notes are issued, the Servicer shall establish and maintain, or shall cause to be established and maintained, at the direction of the Depositor, accounts of the Trust ("Trust Accounts") in the name of and under the control of the Indenture Trustee for the benefit of the Holders of the Notes, in each case in accordance with Section 5.01 of the Sale and Servicing Agreement. The Owner Trustee shall thereupon promptly transfer any cash and/or investments then on deposit in the equivalent Trust Accounts maintained by it pursuant to Section 5.01(a) to the newly established Trust Accounts on the terms and conditions set forth in the Sale and Servicing Agreement and the Indenture. The Indenture Trustee will be obligated to transfer back to the equivalent Trust Accounts established pursuant to Section 5.01(a) all funds or investments held or to be held in the Trust Accounts established pursuant to this Section 5.01(b) on the Payment Date on which the Notes of all Classes have been paid in full or the Indenture is otherwise terminated (excluding any amounts to be retained for distribution in respect of Notes that are not promptly delivered for payment on such Payment Date), and to take all necessary or appropriate actions to transfer all right, title and interest of the Indenture Trustee in such funds or investments and all proceeds thereof, to the Owner Trustee for the benefit of the Certificateholder.and

Establishment of Collection Account and Payahead Account. (a) The Owner Trustee, for the benefit of the Certificateholder, shall establish and maintain, or shall cause to be established and maintained, in the name of the Trust (or in such other name as shall be specified in the Sale and Servicing Agreement), the Collection Account and the Payahead Account. Each such account shall be established and maintained as an Eligible Deposit Account, and, subject to provisions of the Sale and Servicing Agreement and the Indenture, bearing a designation clearly indicating that, subject to Section 5.01(b), the funds deposited therein are held by the Trust for the benefit of the Certificateholder, in each case in accordance with Section 5.01 in the Sale and Servicing Agreement. Subject to Section 5.01(b), the Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and the Payahead Account and in all proceeds thereof (other than any net investment earnings on Eligible Investments held therein). Except as otherwise expressly provided herein, the Collection Account and the Payahead Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholder. If, at any time, the Collection Account or the Payahead Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Administrator Servicer on behalf of the Owner Trustee and the Indenture Trustee, if shall establish the Collection Account is not then held by the Owner Trustee or an affiliate thereof) shall within 10 Business Days establish a new equivalent Eligible Deposit and Payahead Account and shall transfer any cash and/or any investments to such new account. (b) Notwithstanding the foregoing, concurrently with, the execution and delivery of any Indenture pursuant to which the Notes are issued, the Servicer shall establish and maintain, or shall cause to be established and maintained, at the direction of the Depositor, accounts of the Trust ("Trust Accounts") in the name of and under the control of the Indenture Trustee for the benefit of the Holders Securityholders. Except as otherwise provided in this Agreement, each such account shall be an account initially established with the Indenture Trustee and maintained with the Indenture Trustee so long as (i) the commercial paper or other short-term unsecured debt obligations of the NotesIndenture Trustee are rated "P-1" or better by Moody's, or if not so rated by Moody's then otherwise approved by Moody's, and "A-1+" or better by Standard & Poor's if rated by Standard & Poor's, or if not so rated by Standard & Poor's then otherwise approved by Standard & Poor's, in each case at the time of any deposit therein, or (ii) such account is a segregated trust account located in accordance with Section 5.01 the corporate trust department of the Sale Indenture Trustee bearing a designation clearly indicating that the funds deposited therein (other than interest or investment earnings thereon) are held in trust for the benefit of the Securityholders, and Servicing the Indenture Trustee has a long-term deposit rating from Moody's (so long as Xxxxx'x is a Rating Agency) of at least "A1" (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and is organized under the laws of the United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee no longer meets either of the foregoing requirements, then the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Collection Account and Payahead Account to be moved to a bank or trust company that satisfies either of such requirements. (b) For so long as the depository institution or trust company then maintaining the Collection Account and Payahead Account meets the requirements of Section 5.01(a)(i) or (a)(ii), all amounts held in these accounts shall, to the extent permitted by applicable laws, rules and regulations, be invested, as directed in writing by the Servicer, in Eligible Investments; otherwise such amounts shall be maintained in cash. The Owner Trustee Earnings on investment of funds in these accounts (net of losses and investment expenses) shall thereupon promptly transfer be paid to the Servicer on each Payment Date as servicing compensation, and any cash and/or investments then losses and investment expenses shall be charged against the funds on deposit in the equivalent Trust Accounts related account. (c) For so long as Xxxxx Fargo Bank Minnesota, National Association is the Relevant Trustee, the Collection Account and Payahead Account shall be maintained by it with Xxxxx Fargo Bank Minnesota, National Association as described in clause (ii) of the second sentence of Section 5.01(a). In the event that the long-term debt rating of the Relevant Trustee does not satisfy clause (ii) of the second sentence of Section 5.01(a), the Servicer shall, with the assistance of the Relevant Trustee as necessary, cause the Collection Account and the Payahead Account to be moved to an institution or an account otherwise satisfying the requirements of Section 5.01(a). (d) Subject to the foregoing, the Servicer, on behalf of the Owner Trustee and the Indenture Trustee, shall establish and maintain as the Collection Account an Eligible Deposit Account in the name of and under the exclusive control of the Indenture Trustee, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholder. On the Closing Date, the Owner Trustee will transfer, or cause to be transferred, to such Collection Account all funds or investments on deposit in the Collection Account established pursuant to Section 5.01(a) the Trust Agreement for the benefit of the Certificateholder, and all of the proceeds thereof, and will transfer all of its right, title and interest in the Collection Account, all funds or investments held or to be held therein and all proceeds thereof, whether or not on behalf of the Certificateholder, to the newly established Trust Accounts on Indenture Trustee for the terms benefit of the Swap Counterparty, the Noteholders and conditions set forth in the Sale and Servicing Agreement and the IndentureCertificateholder. The Indenture Trustee will be obligated to transfer back to the equivalent Trust Accounts established pursuant to Section 5.01(a) all funds or investments held or to be held amounts remaining on deposit in the Trust Accounts established pursuant to this Section 5.01(b) Collection Account on the Payment Date on which the Notes of all Classes have been paid in full and the Interest Rate Swap Agreement has been terminated and all Swap Payments Outgoing and all Swap Termination Payments payable to the Swap Counterparty have been paid (or substantially all of the Indenture Trust Estate is otherwise terminated (excluding any amounts released from the lien of the Indenture) to be retained the Collection Account established pursuant to the Trust Agreement for distribution in respect the benefit of Notes that are not promptly delivered for payment on such Payment Date)the Certificateholder, and to take all necessary or appropriate actions to transfer all of its right, title and interest of in the Indenture Trustee in such Collection Account, all funds or investments held or to be held therein and all proceeds thereof, whether or not on behalf of the Swap Counterparty or the Noteholders and the Certificateholder, to the Owner Trustee for the benefit of the Certificateholder, subject to the limitations set forth in the Indenture with respect to amounts held for payment to the Swap Counterparty or to Noteholders that do not promptly deliver a Note for payment on such Payment Date. (e) With respect to the Collection Account and all property held therein, the Owner Trustee agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as Notes of any Class or the Interest Rate Swap Agreement remain outstanding, the Indenture Trustee shall possess all right, title and interest therein (excluding interest or investment income thereon payable to the Servicer), and that such account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Swap Counterparty and the Noteholders and the Certificateholder, as the case may be, as set forth in the Indenture. Subject to the right of the Indenture Trustee to make withdrawals therefrom, as directed by the Servicer, for the purposes and in the amounts set forth in Section 5.06, the Payahead Account and all funds held therein shall be the property of the Servicer and not the property of the Issuer, the Owner Trustee or the Indenture Trustee. The Issuer, Owner Trustee, Seller and Indenture Trustee will treat the Payahead Account, all funds therein and all net investment income with respect thereto as assets of the Servicer for federal income tax and all other purposes. The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account and the Payahead Account for the purpose of permitting the Servicer, Indenture Trustee or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement, as the case may be.

Establishment of Collection Account and Payahead Account. (a) The Owner Trustee, for the benefit of the Certificateholder, shall establish and maintain, or shall cause to be established and maintained, in the name of the Trust (or in such other name as shall be specified in the Sale and Servicing Agreement), the Collection Account and the Payahead Account. Each such account shall be established and maintained as an Eligible Deposit Account, and, subject to provisions of the Sale and Servicing Agreement and the Indenture, bearing a designation clearly indicating that, subject to Section 5.01(b), the funds deposited therein are held by the Trust for the benefit of the Certificateholder, in each case in accordance with Section 5.01 in the Sale and Servicing Agreement. Subject to Section 5.01(b), the Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and the Payahead Account and in all proceeds thereof (other than any net investment earnings on Eligible Investments held therein). Except as otherwise expressly provided herein, the Collection Account and the Payahead Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholder. If, at any time, the Collection Account or the Payahead Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Administrator Servicer on behalf of the Owner Trustee and the Indenture Trustee, if shall establish the Collection Account is not then held by the Owner Trustee or an affiliate thereof) shall within 10 Business Days establish a new equivalent Eligible Deposit and Payahead Account and shall transfer any cash and/or any investments to such new account. (b) Notwithstanding the foregoing, concurrently with, the execution and delivery of any Indenture pursuant to which the Notes are issued, the Servicer shall establish and maintain, or shall cause to be established and maintained, at the direction of the Depositor, accounts of the Trust ("Trust Accounts") in the name of and under the control of the Indenture Trustee for the benefit of the Holders Securityholders. Except as otherwise provided in this Agreement, each such account shall be an account initially established with the Indenture Trustee and maintained with the Indenture Trustee so long as (i) the commercial paper or other short-term unsecured debt obligations of the NotesIndenture Trustee are rated "P-1" or better by Moody's, or if not so rated by Moody's then otherwise approved by Moody's, and "A-1+" or better by Standard & Poor's if rated by Standard & Poor's, or if not so rated by Standard & Poor's then otherwise approved by Standard & Poor's, in each case at the time of any deposit therein, or (ii) such account is a segregated trust account located in accordance with Section 5.01 the corporate trust department of the Sale Indenture Trustee bearing a designation clearly indicating that the funds deposited therein (other than interest or investment earnings thereon) are held in trust for the benefit of the Securityholders, and Servicing the Indenture Trustee has a long-term deposit rating from Moody's (so long as Xxxxx'x is a Rating Agency) of at least "A1" (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and is organized under the laws of the United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee no longer meets either of the foregoing requirements, then the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Collection Account and Payahead Account to be moved to a bank or trust company that satisfies either of such requirements. (b) For so long as the depository institution or trust company then maintaining the Collection Account and Payahead Account meets the requirements of Section 5.01(a)(i) or (a)(ii), all amounts held in these accounts shall, to the extent permitted by applicable laws, rules and regulations, be invested, as directed in writing by the Servicer, in Eligible Investments; otherwise such amounts shall be maintained in cash. The Owner Trustee Earnings on investment of funds in these accounts (net of losses and investment expenses) shall thereupon promptly transfer be paid to the Servicer on each Payment Date as servicing compensation, and any cash and/or investments then losses and investment expenses shall be charged against the funds on deposit in the equivalent related account. (c) For so long as U.S. Bank National Association or U.S. Bank Trust Accounts National Association is the Relevant Trustee, the Collection Account and Payahead Account shall be maintained by it with U.S. Bank National Association as described in clause (ii) of the second sentence of Section 5.01(a). In the event that the long-term debt rating of the Relevant Trustee does not satisfy clause (ii) of the second sentence of Section 5.01(a), the Servicer shall, with the assistance of the Relevant Trustee as necessary, cause the Collection Account and the Payahead Account to be moved to an institution or an account otherwise satisfying the requirements of Section 5.01(a). (d) Subject to the foregoing, the Servicer, on behalf of the Owner Trustee and the Indenture Trustee, shall establish and maintain as the Collection Account an Eligible Deposit Account in the name of and under the exclusive control of the Indenture Trustee, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholder. On the Closing Date, the Owner Trustee will transfer, or cause to be transferred, to such Collection Account all funds or investments on deposit in the Collection Account established pursuant to Section 5.01(a) the Trust Agreement for the benefit of the Certificateholder, and all of the proceeds thereof, and will transfer all of its right, title and interest in the Collection Account, all funds or investments held or to be held therein and all proceeds thereof, whether or not on behalf of the Certificateholder, to the newly established Trust Accounts on Indenture Trustee for the terms benefit of the Swap Counterparty, the Noteholders and conditions set forth in the Sale and Servicing Agreement and the IndentureCertificateholder. The Indenture Trustee will be obligated to transfer back to the equivalent Trust Accounts established pursuant to Section 5.01(a) all funds or investments held or to be held amounts remaining on deposit in the Trust Accounts established pursuant to this Section 5.01(b) Collection Account on the Payment Date on which the Notes of all Classes have been paid in full and the Interest Rate Swap Agreement has been terminated and all Swap Payments Outgoing and all Swap Termination Payments payable to the Swap Counterparty have been paid (or substantially all of the Indenture Trust Estate is otherwise terminated (excluding any amounts released from the lien of the Indenture) to be retained the Collection Account established pursuant to the Trust Agreement for distribution in respect the benefit of Notes that are not promptly delivered for payment on such Payment Date)the Certificateholder, and to take all necessary or appropriate actions to transfer all of its right, title and interest of in the Indenture Trustee in such Collection Account, all funds or investments held or to be held therein and all proceeds thereof, whether or not on behalf of the Swap Counterparty or the Noteholders and the Certificateholder, to the Owner Trustee for the benefit of the Certificateholder, subject to the limitations set forth in the Indenture with respect to amounts held for payment to the Swap Counterparty or to Noteholders that do not promptly deliver a Note for payment on such Payment Date. (e) With respect to the Collection Account and all property held therein, the Owner Trustee agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as Notes of any Class or the Interest Rate Swap Agreement remain outstanding, the Indenture Trustee shall possess all right, title and interest therein (excluding interest or investment income thereon payable to the Servicer), and that such account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Swap Counterparty and the Noteholders and the Certificateholder, as the case may be, as set forth in the Indenture. Subject to the right of the Indenture Trustee to make withdrawals therefrom, as directed by the Servicer, for the purposes and in the amounts set forth in Section 5.06, the Payahead Account and all funds held therein shall be the property of the Servicer and not the property of the Issuer, the Owner Trustee or the Indenture Trustee. The Issuer, Owner Trustee, Seller and Indenture Trustee will treat the Payahead Account, all funds therein and all net investment income with respect thereto as assets of the Servicer for federal income tax and all other purposes. The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account and the Payahead Account for the purpose of permitting the Servicer, Indenture Trustee or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement, as the case may be.

Establishment of Collection Account and Payahead Account. (a) The Owner Trustee, for the benefit of the Certificateholder, shall establish and maintain, or shall cause to be established and maintained, in the name of the Trust (or in such other name as shall be specified in the Sale and Servicing Agreement), the Collection Account and the Payahead Account. Each such account shall be established and maintained as an Eligible Deposit Account, and, subject to provisions of the Sale and Servicing Agreement and the Indenture, bearing a designation clearly indicating that, subject to Section 5.01(b), the funds deposited therein are held by the Trust for the benefit of the Certificateholder, in each case in accordance with Section 5.01 in the Sale and Servicing Agreement. Subject to Section 5.01(b), the Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and the Payahead Account and in all proceeds thereof (other than any net investment earnings on Eligible Investments held therein). Except as otherwise expressly provided herein, the Collection Account and the Payahead Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholder. If, at any time, the Collection Account or the Payahead Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Administrator on behalf of the Owner Trustee, if the Collection Account is not then held by the Owner Trustee or an affiliate thereof) shall within 10 Business Days establish a new equivalent Eligible Deposit Account and shall transfer any cash and/or any investments to such new account. (b) Notwithstanding the foregoing, concurrently with, the execution and delivery of any Indenture pursuant to which the Notes are issued, the Servicer shall establish and maintain, or shall cause to be established and maintained, at the direction of the Depositor, accounts of the Trust ("Trust Accounts") in the name of and under the control of the Indenture Trustee for the benefit of the Holders of the NotesSecurityholders, in each case in accordance with Section 5.01 of the Sale and Servicing Agreement. The Owner Trustee shall thereupon promptly transfer any cash and/or investments then on deposit in the equivalent Trust Accounts maintained by it pursuant to Section 5.01(a) to the newly established Trust Accounts on the terms and conditions set forth in the Sale and Servicing Agreement and the Indenture. The Indenture Trustee will be obligated to transfer back to the equivalent Trust Accounts established pursuant to Section 5.01(a) all funds or investments held or to be held in the Trust Accounts established pursuant to this Section 5.01(b) on the Payment Date on which the Notes of all Classes have been paid in full or the Indenture is otherwise terminated (excluding any amounts to be retained for distribution in respect of Notes that are not promptly delivered for payment on such Payment Date), and to take all necessary or appropriate actions to transfer all right, title and interest of the Indenture Trustee in such funds or investments and all proceeds thereof, to the Owner Trustee for the benefit of the Certificateholder.and