Common use of Establishment of Collection Account; Certain Allocations Clause in Contracts

Establishment of Collection Account; Certain Allocations. (a) The Trustee, for the benefit of the Investor Certificateholders, as their interests appear in this Agreement, shall cause to be established and maintained in the name of the Trustee as trustee of the Trust with an Eligible Institution or with the corporate trust department of the Trustee or an Eligible Institution or an affiliate of the Trustee or an Eligible Institution, a segregated trust account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Investor Certificateholders. Schedule 2, which is hereby incorporated into and made a part of this Agreement, identifies the Collection Account by setting forth the account number of such account, the account designation of such account and the name of the institution with which such account has been established. The Collection Account shall be divided into individual subaccounts for each Outstanding Series (each, respectively, a “Series Collection Subaccount” and, collectively, the “Series Collection Subaccounts”) and for the Company (the “Company Collection Subaccount”). For administrative purposes only, the Trustee may establish or cause to be established for a Series, so long as such Series is an Outstanding Series, sub-subaccounts of the Series Collection Subaccounts with respect to such Series for the purposes of transferring the principal and non-principal portions of Collections (respectively, the “Series Principal Collection Sub-subaccount” and “Series Non-Principal Collection Sub-subaccount”) and for transferring Collections denominated in an Approved Currency other than the Dollar (the “Series Currency Collection Sub-subaccounts” and, together with the Series Principal Collection Sub-subaccount and the Series Non-Principal Collection Sub-subaccount, the “Series Collection Sub-subaccounts”).

Establishment of Collection Account; Certain Allocations. (a) The TrusteeServicer, for the benefit of the Investor Certificateholders, Holders as their interests appear in this Agreement, shall cause to be established and maintained in the name of the Trustee as trustee of the Trust Company with an Eligible Institution or with the corporate trust department of the Trustee or an Eligible Institution or an affiliate of the Trustee or an Eligible InstitutionTrustee, a segregated trust account (the “Collection Account”"COLLECTION ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Investor CertificateholdersHolders. Schedule 2, which is hereby incorporated into and made a part of this Agreement, identifies the Collection Account by setting forth the account number of such account, the account designation of such account and the name of the institution with which such account has been established. The Collection Account shall be divided into individual subaccounts for each Outstanding Series (each, respectively, a “Series Collection Subaccount” "SERIES COLLECTION SUBACCOUNT" and, collectively, the “Series Collection Subaccounts”"SERIES COLLECTION SUBACCOUNTS") and for the Company (the “Company "COMPANY COLLECTION SUBACCOUNT"). (b) AUTHORITY OF THE TRUSTEE IN RESPECT OF THE COLLECTION ACCOUNT AND HOLDERS INTERESTS THEREIN. (i) The Trustee, on behalf of the Holders, shall have the right to take sole dominion and control of the Collection Subaccount”). For administrative purposes onlyAccount, the Trustee may establish or cause to be established for a Series, so long as such Series is an Outstanding Series, sub-subaccounts of including the Series Collection Subaccounts and any investment subaccount thereof, and all funds and other property from time to time on deposit therein or credited thereto, pursuant to the terms of a Lockbox Agreement. If, at any time, the Servicer has actual notice or knowledge that any institution holding the Collection Account is other than the corporate trust department of the Trustee or an affiliate of the Trustee, or that the institution holding the Collection Account has ceased to be an Eligible Institution, the Servicer shall, with respect the consent of the Trustee, establish within 30 days a substitute account therefor with an Eligible Institution, transfer any cash and/or any instruments to such Series new account and from the date any such substitute accounts are established, such account shall be the Collection Account, provided that such new account shall be first become subject to a Lockbox Agreement. Neither the Company nor the Servicer, nor any person or entity claiming by, through or under the Company or Servicer, shall have any right title or interest in, except to the extent expressly provided under the Transaction Documents, or any right to withdraw any amount from, the Collection Account. Pursuant to the authority granted to the Servicer in Section 2.2(a) of the Servicing Agreement, the Servicer shall have the power, revocable by the Trustee for cause, to make withdrawals from and payments to the Collection Account for the purposes of transferring carrying out the principal Servicer's or the Trustee's duties hereunder. The Trustee shall not be responsible for funds that are not on deposit with the Trustee. 56 (ii) Each Series of Investor Certificates shall represent a Fractional Undivided Interest in the Trust as indicated in the Supplement (including any Enhancement applicable to such Series as specified in the related Supplement) relating to such Series and non-principal portions the right to receive Collections and other amounts at the times and in the amounts specified in this Article III (as supplemented by the Supplement related to such Series) to be deposited in the Collection Account and any other accounts maintained for the benefit of Collections the Investor Certificateholders or paid to the Investor Certificateholders (respectivelywith respect to all outstanding Series, the “"CERTIFICATEHOLDERS' INTEREST"). The "Exchangeable Company Interest" shall be the interest in the Trust not represented by any Series Principal Collection Sub-subaccount” of Investor Certificates then outstanding or Series Subordinated Interests then in existence, including the right to receive Collections and “Series Non-Principal Collection Sub-subaccount”) other amounts at the times and for transferring Collections denominated in an Approved Currency other than the Dollar amounts specified in this Article III to be paid to the Company (the “"COMPANY INTEREST"), and each Series Currency Collection Sub-subaccounts” andSubordinated Interest, together with if any, shall be the interest specified as such pursuant to the related Supplement; PROVIDED, HOWEVER, that no such Exchangeable Company Interest or Series Principal Collection Sub-subaccount and Subordinated Interest shall include any interest in any Trust Account or any other accounts maintained for the Series Non-Principal Collection Sub-subaccountbenefit of the Investor Certificateholders, the “Series Collection Sub-subaccounts”)except as specifically provided in this Article III.

Establishment of Collection Account; Certain Allocations. (a) The Trustee, for the benefit of the Investor CertificateholdersHolders, as their interests appear in this Agreement, shall cause to be established and maintained in the name of the Trustee as trustee of the Trust with an Eligible Institution or with the corporate trust department of the Trustee or an Eligible Institution or an affiliate of the Trustee or an Eligible Institution, a segregated trust account (the “"Collection Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Investor CertificateholdersHolders. Schedule 2, which is hereby incorporated into and made a part of this Agreement, identifies the Collection Account by setting forth the account number of such account, the account designation of such account and the name of the institution with which such account has been established. The Collection Account shall be divided into individual subaccounts for each Outstanding Series (each, respectively, a “"Series Collection Subaccount” " and, collectively, the “"Series Collection Subaccounts”") and for the Company (the “"Company Collection Subaccount”"). For administrative purposes only, the Trustee may shall establish or cause to be established for a each Series, so long as such Series is an Outstanding Series, sub-subaccounts of the Series Collection Subaccounts with respect to such Series for the purposes of transferring the principal and non-principal portions of Collections (respectively, the “"Series Principal Collection Sub-subaccount” " and “"Series Non-Principal Collection Sub-subaccount”) and for transferring Collections denominated in an Approved Currency other than the Dollar (the “Series Currency Collection Sub-subaccounts” " and, together with the Series Principal Collection Sub-subaccount and the Series Non-Principal Collection Sub-subaccountcollectively, the “"Series Collection Sub-subaccounts”"). (b) Authority of the Trustee in Respect of the Collection Account. (i) The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Holders. If, at any time, the Servicer has actual notice or knowledge that any institution holding the Collection Account has ceased to be an Eligible Institution, the Servicer shall direct the Trustee to establish within 30 days a substitute account therefor with an Eligible Institution, transfer any cash Pooling Agreement and/or any Eligible Investments to such new account and from the date any such substitute accounts are established, such account shall be the Collection Account. Neither the Company, the Servicer, nor any person or entity claiming by, through or under the Company, or the Servicer, shall have any right, title or interest in, except to the extent expressly provided under the Transaction Documents, or any right to withdraw any amount from, the Collection Account. Pursuant to the authority granted to the Servicer in subsection 2.02(a) of the Servicing Agreement, the Servicer shall have the power to instruct the Trustee in writing to make withdrawals from and payments to the Collection Account for the purposes of carrying out the Servicer's or Trustee's duties hereunder. (ii) The Servicer agrees to give written direction (which may be included within any Daily Report) in a timely manner to the Trustee to apply all Collections with respect to the Receivables and to make all other applications, allocations and distributions described in Article III and in the Supplement with respect to each Outstanding Series. (iii) Each Series of Investor Certificates shall represent Fractional Undivided Interests as indicated in the Supplement relating to such Series and the right to receive Collections and other amounts at the times and in the amounts specified in this Article III (as supplemented by the Supplement related to such Series) to be deposited in the Collection Account and any other accounts maintained for the benefit of the Investor Certificateholders or paid to the Investor Certificateholders (with respect to each outstanding Series, the "Investor Certificateholders' Interest"). The Exchangeable Company Interest shall represent the interest in the Trust not represented by any Series of Investor Certificates or Subordinated Company Interest then outstanding, including the right to receive Collections and other amounts at the times and in the amounts specified in this Article III to be paid to the Company (the "Exchangeable Company Interest"), and each Subordinated Company Interest, if any, shall represent the interests granted to such Subordinated Company Interest pursuant to the related Supplement; provided, however, that no such Exchangeable Company Interest or Subordinated Company Interest shall represent any interest in any Trust Account or any other accounts maintained for the benefit of the Investor Pooling Agreement Certificateholders, except as specifically provided in this Article III.

Establishment of Collection Account; Certain Allocations. (a) The Trustee, for the benefit of the Investor CertificateholdersHolders, as their interests appear in this Agreement, shall cause to be established and maintained in the name of the Trustee as trustee of the Trust with an Eligible Institution or with the corporate trust department of the Trustee or an Eligible Institution or an affiliate of the Trustee or an Eligible Institution, a segregated trust account (the “"Collection Amended and Restated Pooling Agreement 70 Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Investor CertificateholdersHolders. Schedule 2, which is hereby incorporated into and made a part of this Agreement, identifies the Collection Account by setting forth the account number of such account, the account designation of such account and the name of the institution with which such account has been established. The Collection Account shall be divided into individual subaccounts for each Outstanding Series (each, respectively, a “"Series Collection Subaccount” " and, collectively, the “"Series Collection Subaccounts”") and for the Company (the “"Company Collection Subaccount”"). For administrative purposes only, the Trustee may shall establish or cause to be established for a each Series, so long as such Series is an Outstanding Series, sub-subaccounts of the Series Collection Subaccounts with respect to such Series for the purposes of transferring the principal and non-principal portions of Collections (respectively, the “"Series Principal Collection Sub-subaccount” " and “"Series Non-Principal Collection Sub-subaccount”) and for transferring Collections denominated in an Approved Currency other than the Dollar (the “Series Currency Collection Sub-subaccounts” " and, together with the Series Principal Collection Sub-subaccount and the Series Non-Principal Collection Sub-subaccountcollectively, the “"Series Collection Sub-subaccounts”"). (b) Authority of the Trustee in Respect of the Collection Account. (i) The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Holders. If, at any time, the Master Servicer or any Servicer has actual notice or knowledge that any institution holding the Collection Account has ceased to be an Eligible Institution, any such Servicer shall immediately notify the Master Servicer and the Master Servicer shall direct the Trustee to establish within 30 days a substitute account therefor with an Eligible Institution, transfer any cash and/or any Eligible Investments to such new account and from the date any such substitute accounts are established, such account shall be the Collection Account. Neither the Company, the Master Servicer nor any Servicer, nor any person or entity claiming by, through or under the Company, the Master Servicer or any Servicer, shall have any right, title or interest in, except to the extent expressly Amended and Restated Pooling Agreement 71 provided under the Transaction Documents, or any right to withdraw any amount from, the Collection Account. Pursuant to the authority granted to the Servicers in subsection 2.02(a) of the Servicing Agreement, each Servicer shall have the power to instruct the Trustee in writing to make withdrawals from and payments to the Collection Account for the purposes of carrying out the Master Servicer's, the Servicers' or Trustee's duties hereunder. (ii) The Master Servicer agrees to give written direction (which may be included within any Daily Report) in a timely manner to the Trustee to apply all Collections with respect to the Receivables and to make all other applications, allocations and distributions described in Article III and in the Supplement with respect to each Outstanding Series. (iii) Each Series of Investor Certificates shall represent Fractional Undivided Interests as indicated in the Supplement relating to such Series and the right to receive Collections and other amounts at the times and in the amounts specified in this Article III (as supplemented by the Supplement related to such Series) to be deposited in the Collection Account and any other accounts maintained for the benefit of the Investor Certificateholders or paid to the Investor Certificateholders (with respect to each outstanding Series, the "Investor Certificateholders' Interest"). The Exchangeable Company Interest shall represent the interest in the Trust not represented by any Series of Investor Certificates or Subordinated Company Interest then outstanding, including the right to receive Collections and other amounts at the times and in the amounts specified in this Article III to be paid to the Company (the "Exchangeable Company Interest"), and each Subordinated Company Interest, if any, shall represent the interests granted to such Subordinated Company Interest pursuant to the related Supplement; provided, however, that no such Subordinated Company Interest shall represent any interest in any Trust Account and any other accounts maintained for the benefit of the Investor Amended and Restated Pooling Agreement 72 Certificateholders, except as specifically provided in this Article III.

Establishment of Collection Account; Certain Allocations. (a) The Trustee, for the benefit of the Investor Certificateholders, Certificateholders as their interests appear in this Agreement, shall cause to be established and maintained in the name of the Trustee as trustee of the Trust with an Eligible Institution or with the corporate trust department of the Trustee or an Eligible Institution or an affiliate any of the Trustee or an Eligible Institutionits Affiliates, a segregated trust account (the “"Collection Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Investor Certificateholders. Schedule 2, which is hereby incorporated into and made a part of this Agreement, identifies the Collection Account by setting forth the account number of such account, the account designation of such account and the name of the institution with which such account has been established. The Collection Account shall be divided into individual subaccounts for each Outstanding Series (each, respectively, a “"Series Collection Subaccount” " and, collectively, the “"Series Collection Subaccounts”") and for the Company (the “"Company Collection Subaccount”"). For administrative purposes only, the Trustee may shall establish or cause to be established for a each Series, so long as such Series is an Outstanding Series, sub-subaccounts of the Series Collection Subaccounts with respect to such Series for the purposes of transferring the principal and non-principal portions of Collections (respectively, the “"Series Principal Collection Sub-subaccount” " and “"Series Non-Principal Collection Sub-subaccount”) and for transferring Collections denominated in an Approved Currency other than the Dollar (the “Series Currency Collection Sub-subaccounts” " and, together with the Series Principal Collection Sub-subaccount and the Series Non-Principal Collection Sub-subaccountcollectively, the “"Series Collection Sub-subaccounts”"). (b) Authority of the Trustee in Respect of the Collection Account and Certificateholders' Interests Therein. The Trustee, on behalf of the Certificateholders, shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders as their interests appear in this Agreement and, to the extent set forth in any Supplement, any Credit Enhancer. If, at any time, the Master Servicer has actual notice or knowledge that any institution holding the Collection Account is other than the corporate trust department of the Trustee or any of its affiliates or an Eligible Institution, the Master Servicer shall direct the Trustee to establish within 30 days a substitute account therefor with an Eligible Institution, transfer any cash and/or any Eligible Investments to such new account and, from the date any such substitute accounts are established, such account shall be the Collection Account. Neither the Company nor the Master Servicer, nor any person or entity claiming by, through or under the Company or the Master Servicer, shall have any right, title or interest in, except to the extent expressly provided under the Transaction Documents, or any right to withdraw any amount from, the Collection Account. Pursuant to the authority granted to the Master Servicer in Article X of this Agreement, the Master Servicer shall have the power to instruct, solely to the extent indicated in the Daily Report, the Trustee to make withdrawals from and payments to the Collection Account for the purposes of carrying out the Master Servicer's duties hereunder. The Master Servicer agrees to give direction in a timely manner to the Trustee to apply all Collections with respect to the Receivables and to make all other applications, allocations and distributions described in this Article III and in the Supplement with respect to each Outstanding Series. Each Series of Investor Certificates shall represent fractional undivided interests in the Trust as indicated in the Supplement relating to such Series and the right to receive Collections and other amounts at the times and in the amounts specified in this Article III (as supplemented by the Supplement related to such Series) to be deposited in the Collection Account and any other accounts maintained for the benefit of the Investor Certificateholders or paid to the Investor Certificateholders (with respect to each outstanding Series, the "Certificateholders' Interest"). The Exchangeable Company Certificate shall represent the interest in the Trust not represented by any Series of Investor Certificates or Subordinated Company Certificates then outstanding, including the right to receive Collections and other amounts at the times and in the amounts specified in this Article III to be paid to the Company (the "Company Interest"), and each Subordinated Company Certificate, if any, shall represent the interests granted to such Certificate pursuant to the related Supplement; provided, however, that no such Certificate shall represent any interest in any Trust Account and any other accounts maintained for the benefit of the Investor Certificateholders, except as specifically provided in this Article III.