Common use of Establishment of Collection Account Clause in Contracts

Establishment of Collection Account. (a) The Servicer, on behalf of the Issuer and the Indenture Trustee, shall establish the Collection Account in the name of the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee. Except as otherwise provided in this Agreement, in the event that the Collection Account maintained with the Indenture Trustee is no longer an Eligible Deposit Account, then the Servicer shall, with the Indenture Trustee’s assistance, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution within thirty days. (b) For so long as the Collection Account is maintained as an Eligible Deposit Account, 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. Earnings on investment of funds in these accounts (net of losses and investment expenses) shall be paid to the Servicer on each Payment Date as servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related account. (c) For so long as Deutsche Bank Trust Company Americas is the Indenture Trustee, the Collection Account shall be maintained with Deutsche Bank Trust Company Americas as an Eligible Deposit Account. In the event that the long-term debt rating of the Indenture Trustee does not satisfy clause (a) of the definition of Eligible Deposit Account, the Servicer shall, with the assistance of the Indenture Trustee, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution or an account otherwise satisfying the requirements of clause (b) of the definition of Eligible Deposit Account (which may be an account with the Indenture Trustee) within thirty days. (d) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Payment Date on which the Notes of all Classes have been paid in full (or substantially all of the Trust Estate is otherwise released from the lien of the Indenture) to the Issuer for the benefit of the Certificateholder, and to take all necessary or appropriate actions to 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, to the Issuer for the benefit of the Certificateholder, subject to the limitations set forth in the Indenture with respect to amounts held for payment to the 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 Issuer 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), and that such account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholder, as set forth in the Indenture. The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee upon an Event of Default resulting in an acceleration of the Notes or liquidation of the Trust Estate 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 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. (a) The Servicer, on behalf of the Issuer and the Indenture Trustee, shall establish the Collection Account in the name of the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee. Except as otherwise provided in this Agreement, in the event that the Collection Account maintained with the Indenture Trustee is no longer an Eligible Deposit Account, then the Servicer shall, with the Indenture Trustee’s assistance, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution within thirty (30) days. (b) For so long as the Collection Account is maintained as an Eligible Deposit Account, 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. Earnings on investment of funds in these accounts (net of losses and investment expenses) shall be paid to the Servicer on each Payment Date as servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related account. (c) For so long as Deutsche U.S. Bank Trust Company Americas National Association is the Indenture Trustee, the Collection Account shall be maintained with Deutsche U.S. Bank Trust Company Americas National Association as an Eligible Deposit Account. In the event that the long-term debt rating of the Indenture Trustee does not satisfy clause (a) of the definition of Eligible Deposit Account, the Servicer shall, with the assistance of the Indenture Trustee, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution or an account otherwise satisfying the requirements of clause (b) of the definition of Eligible Deposit Account (which may be an account with the Indenture Trustee) within thirty (30) days. (d) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Payment Date on which the Notes of all Classes have been paid in full (or substantially all of the Trust Estate is otherwise released from the lien of the Indenture) to the Issuer for the benefit of the Certificateholder, and to take all necessary or appropriate actions to 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, to the Issuer for the benefit of the Certificateholder, subject to the limitations set forth in the Indenture with respect to amounts held for payment to the 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 Issuer 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), and that such account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholder, as set forth in the Indenture. The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee upon an Event of Default resulting in an acceleration of the Notes or liquidation of the Trust Estate 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 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. (f) The Servicer, the Issuer, the Indenture Trustee and the Securities Intermediary agree as follows: (i) the Collection Account is, and will be maintained as, a “securities account” (as defined in Section 8-501 of the UCC); (ii) the Securities Intermediary is acting, and will act as a “securities intermediary” (as defined in the UCC) with respect to the Collection Account; (iii) this Agreement (together with the Indenture) is the only agreement entered into among the parties with respect to the Collection Account and the parties will not enter into any other agreement related to the Collection Account; and (iv) at the time of this Agreement, and continuously thereafter, the Securities Intermediary shall have a place of business in the United States at which any of the activities of the Securities Intermediary are carried on and which (i) alone or together with other offices of the Securities Intermediary or with other persons acting for the Securities Intermediary in the United States or another nation (A) effects or monitors entries to securities accounts, (B) administers payments or corporate actions relating to securities held with the Securities Intermediary or such other persons, or (C) is otherwise engaged in a business or other regular activity of maintaining securities accounts; or (ii) is identified by an account number, bank code, or other specific means of identification as maintaining securities accounts in the United States.

Establishment of Collection Account. (a) The Servicer, on behalf of the Issuer and the Indenture Trustee, shall establish the Collection Account in the name of the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee. Except as otherwise provided in this Agreement, in the event that the Collection Account maintained with the Indenture Trustee is no longer an Eligible Deposit Account, then the Servicer shall, with the Indenture Trustee’s assistance, assistance as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution within thirty daysInstitution. (b) For so long as the Collection Account is maintained as an Eligible Deposit Account, 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. Earnings on investment of funds in these accounts (net of losses and investment expenses) shall be paid to the Servicer on each Payment Date as servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related account. (c) For so long as Deutsche Bank Trust Company Americas is the Indenture Trustee, the Collection Account shall be maintained with Deutsche Bank Trust Company Americas as an Eligible Deposit Account. In the event that the long-term debt rating of the Indenture Trustee does not satisfy clause (a) of the definition of Eligible Deposit Account, the Servicer shall, with the assistance of the Indenture Trustee, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution or an account otherwise satisfying the requirements of clause (b) of the definition of Eligible Deposit Account (which may be an account with the Indenture Trustee) within thirty days). (d) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Payment Date on which the Notes of all Classes have been paid in full (or substantially all of the Trust Estate is otherwise released from the lien of the Indenture) to the Issuer for the benefit of the Certificateholder, and to take all necessary or appropriate actions to 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, to the Issuer for the benefit of the Certificateholder, subject to the limitations set forth in the Indenture with respect to amounts held for payment to the 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 Issuer 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), and that such account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholder, as set forth in the Indenture. The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee upon an Event of Default resulting in an acceleration of the Notes or liquidation of the Trust Estate 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 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. (a) The Servicer, on behalf of the Issuer and the Indenture Trustee, shall establish the Collection Account in the name of the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee Securities Intermediary and maintained with the Indenture TrusteeSecurities Intermediary. Except as otherwise provided in this Agreement, in the event that the Collection Account maintained with the Indenture Trustee Securities Intermediary is no longer an Eligible Deposit Account, then the Servicer shall, with the Indenture TrusteeTrustee and Securities Intermediary’s assistance, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution or Eligible Trust Account Institution within thirty sixty (60) days. (b) For so long as the Collection Account is maintained as an Eligible Deposit Account, 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. Earnings on investment of funds in these accounts the Collection Account (net of losses and investment expenses) shall be retained by the Servicer or paid to the Servicer on each Payment Date as servicing compensationpart of the Supplemental Servicing Fee, and any losses and investment expenses shall be charged against the funds on deposit in the related accountCollection Account. (c) For so long as Deutsche U.S. Bank Trust Company Americas Company, National Association is the Indenture Trustee, the Collection Account shall be maintained with Deutsche U.S. Bank Trust Company Americas National Association as an Eligible Deposit Account. In the event that the long-term debt rating of the Indenture Trustee does not satisfy clause (a) of the definition of Collection Account is no longer an Eligible Deposit Account, the Servicer shall, with the assistance of the Indenture TrusteeTrustee and Security Intermediary, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution or an account otherwise satisfying the requirements of clause (b) of the definition of Eligible Deposit Trust Account Institution (which may be an account with the Indenture TrusteeTrustee or the Securities Intermediary) within thirty sixty (60) days. (d) The Indenture Trustee shall, or shall cause the Securities Intermediary to, transfer all amounts remaining on deposit in the Collection Account on the Payment Date on which the Notes of all Classes have been paid in full (or substantially all of the Trust Estate is otherwise released from the lien of the Indenture) to the Issuer for the benefit of the Certificateholder, and to take all necessary or appropriate actions to 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, to the Issuer for the benefit of the Certificateholder, subject to the limitations set forth in the Indenture with respect to amounts held for payment to the 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 Issuer 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 net investment income earnings 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 Noteholders and the Certificateholder, as set forth in the Indenture. The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee upon an Event of Default resulting in an acceleration of the Notes or liquidation of the Trust Estate 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 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. (f) The Servicer, the Issuer, the Indenture Trustee and the Securities Intermediary agree as follows: (i) the Collection Account is, and will be maintained as, a “securities account” (as defined in Section 8-501 of the UCC); (ii) the Securities Intermediary is acting, and will act as a “securities intermediary” (as defined in the UCC) with respect to the Collection Account; (iii) the Securities Intermediary will comply with the entitlement orders originated by the Indenture Trustee without further consent by the Issuer or the Servicer; (iv) this Agreement (together with the Indenture) is the only agreement entered into among the parties with respect to the Collection Account and the parties will not enter into any other agreement related to the Collection Account; and (v) at the time of this Agreement, and continuously thereafter, the Securities Intermediary shall have a place of business in the United States at which any of the activities of the Securities Intermediary are carried on and which (i) alone or together with other offices of the Securities Intermediary or with other persons acting for the Securities Intermediary in the United States or another nation (A) effects or monitors entries to securities accounts, (B) administers payments or corporate actions relating to securities held with the Securities Intermediary or such other persons, or (C) is otherwise engaged in a business or other regular activity of maintaining securities accounts; or (ii) is identified by an account number, bank code, or other specific means of identification as maintaining securities accounts in the United States.

Establishment of Collection Account. (a) The Servicer, on behalf of the Issuer and the Indenture Trustee, shall establish the Collection Account in the name of the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee. Except as otherwise provided in this Agreement, in the event that the Collection Account maintained with the Indenture Trustee is no longer an Eligible Deposit Account, then the Servicer shall, with the Indenture Trustee’s assistance, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution within thirty (30) days. (b) For so long as the Collection Account is maintained as an Eligible Deposit Account, 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. Earnings on investment of funds in these accounts the Collection Account (net of losses and investment expenses) shall be retained by the Servicer or paid to the Servicer on each Payment Date as servicing compensationpart of the Supplemental Servicing Fee, and any losses and investment expenses shall be charged against the funds on deposit in the related accountCollection Account. (c) For so long as Deutsche U.S. Bank Trust Company Americas National Association is the Indenture Trustee, the Collection Account shall be maintained with Deutsche U.S. Bank Trust Company Americas National Association as an Eligible Deposit Account. In the event that the long-term debt rating of the Indenture Trustee does not satisfy clause (a) of the definition of Eligible Deposit Account, the Servicer shall, with the assistance of the Indenture Trustee, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution or an account otherwise satisfying the requirements of clause (b) of the definition of Eligible Deposit Account (which may be an account with the Indenture Trustee) within thirty (30) days. (d) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Payment Date on which the Notes of all Classes have been paid in full (or substantially all of the Trust Estate is otherwise released from the lien of the Indenture) to the Issuer for the benefit of the Certificateholder, and to take all necessary or appropriate actions to 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, to the Issuer for the benefit of the Certificateholder, subject to the limitations set forth in the Indenture with respect to amounts held for payment to the 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 Issuer 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 net investment income earnings 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 Noteholders and the Certificateholder, as set forth in the Indenture. The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee upon an Event of Default resulting in an acceleration of the Notes or liquidation of the Trust Estate 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 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. (f) The Servicer, the Issuer, the Indenture Trustee and the Securities Intermediary agree as follows: (i) the Collection Account is, and will be maintained as, a “securities account” (as defined in Section 8-501 of the UCC); (ii) the Securities Intermediary is acting, and will act as a “securities intermediary” (as defined in the UCC) with respect to the Collection Account; (iii) the Securities Intermediary will comply with the entitlement orders originated by the Indenture Trustee without further consent by the Issuer or the Servicer; (iv) this Agreement (together with the Indenture) is the only agreement entered into among the parties with respect to the Collection Account and the parties will not enter into any other agreement related to the Collection Account; and (v) at the time of this Agreement, and continuously thereafter, the Securities Intermediary shall have a place of business in the United States at which any of the activities of the Securities Intermediary are carried on and which (i) alone or together with other offices of the Securities Intermediary or with other persons acting for the Securities Intermediary in the United States or another nation (A) effects or monitors entries to securities accounts, (B) administers payments or corporate actions relating to securities held with the Securities Intermediary or such other persons, or (C) is otherwise engaged in a business or other regular activity of maintaining securities accounts; or (ii) is identified by an account number, bank code, or other specific means of identification as maintaining securities accounts in the United States.

Establishment of Collection Account. (a) The Servicer, on behalf of the Issuer and the Indenture Trustee, shall establish the Collection Account in the name of the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee. Except as otherwise provided in this Agreement, in the event that the Collection Account maintained with the Indenture Trustee is no longer an Eligible Deposit Account, then the Servicer shall, with the Indenture Trustee’s assistance, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution within thirty sixty (60) days. (b) For so long as the Collection Account is maintained as an Eligible Deposit Account, 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. Earnings on investment of funds in these accounts the Collection Account (net of losses and investment expenses) shall be retained by the Servicer or paid to the Servicer on each Payment Date as servicing compensationpart of the Supplemental Servicing Fee, and any losses and investment expenses shall be charged against the funds on deposit in the related accountCollection Account. (c) For so long as Deutsche U.S. Bank Trust Company Americas National Association is the Indenture Trustee, the Collection Account shall be maintained with Deutsche U.S. Bank Trust Company Americas National Association as an Eligible Deposit Account. In the event that the long-term debt rating of the Indenture Trustee does not satisfy clause (a) of the definition of Eligible Deposit Account, the Servicer shall, with the assistance of the Indenture Trustee, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution or an account otherwise satisfying the requirements of clause (b) of the definition of Eligible Deposit Account (which may be an account with the Indenture Trustee) within thirty sixty (60) days. (d) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Payment Date on which the Notes of all Classes have been paid in full (or substantially all of the Trust Estate is otherwise released from the lien of the Indenture) to the Issuer for the benefit of the Certificateholder, and to take all necessary or appropriate actions to 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, to the Issuer for the benefit of the Certificateholder, subject to the limitations set forth in the Indenture with respect to amounts held for payment to the 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 Issuer 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 net investment income earnings 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 Noteholders and the Certificateholder, as set forth in the Indenture. The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee upon an Event of Default resulting in an acceleration of the Notes or liquidation of the Trust Estate 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 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. (f) The Servicer, the Issuer, the Indenture Trustee and the Securities Intermediary agree as follows: (i) the Collection Account is, and will be maintained as, a “securities account” (as defined in Section 8-501 of the UCC); (ii) the Securities Intermediary is acting, and will act as a “securities intermediary” (as defined in the UCC) with respect to the Collection Account; (iii) the Securities Intermediary will comply with the entitlement orders originated by the Indenture Trustee without further consent by the Issuer or the Servicer; (iv) this Agreement (together with the Indenture) is the only agreement entered into among the parties with respect to the Collection Account and the parties will not enter into any other agreement related to the Collection Account; and (v) at the time of this Agreement, and continuously thereafter, the Securities Intermediary shall have a place of business in the United States at which any of the activities of the Securities Intermediary are carried on and which (i) alone or together with other offices of the Securities Intermediary or with other persons acting for the Securities Intermediary in the United States or another nation (A) effects or monitors entries to securities accounts, (B) administers payments or corporate actions relating to securities held with the Securities Intermediary or such other persons, or (C) is otherwise engaged in a business or other regular activity of maintaining securities accounts; or (ii) is identified by an account number, bank code, or other specific means of identification as maintaining securities accounts in the United States.

Establishment of Collection Account. (a) The Servicer, on behalf of the Issuer and the Indenture Trustee, shall establish the Collection Account in the name of the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee Securities Intermediary and maintained with the Indenture TrusteeSecurities Intermediary. Except as otherwise provided in this Agreement, in the event that the Collection Account maintained with the Indenture Trustee Securities Intermediary is no longer an Eligible Deposit Account, then the Servicer shall, with the Indenture TrusteeTrustee and Securities Intermediary’s assistance, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution or Eligible Trust Account Institution within thirty sixty (60) days. (b) For so long as the Collection Account is maintained as an Eligible Deposit Account, 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. Earnings on investment of funds in these accounts the Collection Account (net of losses and investment expenses) shall be retained by the Servicer or paid to the Servicer on each Payment Date as servicing compensationpart of the Supplemental Servicing Fee, and any losses and investment expenses shall be charged against the funds on deposit in the related accountCollection Account. (c) For so long as Deutsche U.S. Bank Trust Company Americas National Association is the Indenture Trustee, the Collection Account shall be maintained with Deutsche U.S. Bank Trust Company Americas National Association as an Eligible Deposit Account. In the event that the long-term debt rating of the Indenture Trustee does not satisfy clause (a) of the definition of Collection Account is no longer an Eligible Deposit Account, the Servicer shall, with the assistance of the Indenture TrusteeTrustee and Securities Intermediary, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution or an account otherwise satisfying the requirements of clause (b) of the definition of Eligible Deposit Trust Account Institution (which may be an account with the Indenture TrusteeTrustee or the Securities Intermediary) within thirty sixty (60) days. (d) The Indenture Trustee shall, or shall cause the Securities Intermediary to, transfer all amounts remaining on deposit in the Collection Account on the Payment Date on which the Notes of all Classes have been paid in full (or substantially all of the Trust Estate is otherwise released from the lien of the Indenture) to the Issuer for the benefit of the Certificateholder, and to take all necessary or appropriate actions to 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, to the Issuer for the benefit of the Certificateholder, subject to the limitations set forth in the Indenture with respect to amounts held for payment to the 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 Issuer 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 net investment income earnings 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 Noteholders and the Certificateholder, as set forth in the Indenture. The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee upon an Event of Default resulting in an acceleration of the Notes or liquidation of the Trust Estate 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 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. (f) The Servicer, the Issuer, the Indenture Trustee and the Securities Intermediary agree as follows: (i) the Collection Account is, and will be maintained as, a “securities account” (as defined in Section 8-501 of the UCC); (ii) the Securities Intermediary is acting, and will act as a “securities intermediary” (as defined in the UCC) with respect to the Collection Account; (iii) the Securities Intermediary will comply with the entitlement orders originated by the Indenture Trustee without further consent by the Issuer or the Servicer; (iv) this Agreement (together with the Indenture) is the only agreement entered into among the parties with respect to the Collection Account and the parties will not enter into any other agreement related to the Collection Account; and (v) at the time of this Agreement, and continuously thereafter, the Securities Intermediary shall have a place of business in the United States at which any of the activities of the Securities Intermediary are carried on and which (i) alone or together with other offices of the Securities Intermediary or with other persons acting for the Securities Intermediary in the United States or another nation (A) effects or monitors entries to securities accounts, (B) administers payments or corporate actions relating to securities held with the Securities Intermediary or such other persons, or (C) is otherwise engaged in a business or other regular activity of maintaining securities accounts; or (ii) is identified by an account number, bank code, or other specific means of identification as maintaining securities accounts in the United States.

Establishment of Collection Account. (a) The Servicer, on behalf of the Issuer and the Indenture Trustee, shall establish the Collection Account in the name of the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee Securities Intermediary and maintained with the Indenture TrusteeSecurities Intermediary. Except as otherwise provided in this Agreement, in the event that the Collection Account maintained with the Indenture Trustee Securities Intermediary is no longer an Eligible Deposit Account, then the Servicer shall, with the Indenture TrusteeTrustee and Securities Intermediary’s assistance, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution or Eligible Trust Account Institution within thirty sixty (60) days. (b) For so long as the Collection Account is maintained as an Eligible Deposit Account, 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. Earnings on investment of funds in these accounts the Collection Account (net of losses and investment expenses) shall be retained by the Servicer or paid to the Servicer on each Payment Date as servicing compensationpart of the Supplemental Servicing Fee, and any losses and investment expenses shall be charged against the funds on deposit in the related accountCollection Account. (c) For so long as Deutsche Bank Trust Company Americas Citibank, N.A. is the Indenture Trustee, the Collection Account shall be maintained with Deutsche Bank Trust Company Americas Citibank, N.A. as an Eligible Deposit Account. In the event that the long-term debt rating of the Indenture Trustee does not satisfy clause (a) of the definition of Collection Account is no longer an Eligible Deposit Account, the Servicer shall, with the assistance of the Indenture TrusteeTrustee and Securities Intermediary, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution or an account otherwise satisfying the requirements of clause (b) of the definition of Eligible Deposit Trust Account Institution (which may be an account with the Indenture TrusteeTrustee or the Securities Intermediary) within thirty sixty (60) days. (d) The Indenture Trustee shall, or shall cause the Securities Intermediary to, transfer all amounts remaining on deposit in the Collection Account on the Payment Date on which the Notes of all Classes have been paid in full (or substantially all of the Trust Estate is otherwise released from the lien of the Indenture) to the Issuer for the benefit of the Certificateholder, and to take all necessary or appropriate actions to 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, to the Issuer for the benefit of the Certificateholder, subject to the limitations set forth in the Indenture with respect to amounts held for payment to the 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 Issuer 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 net investment income earnings 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 Noteholders and the Certificateholder, as set forth in the Indenture. The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee upon an Event of Default resulting in an acceleration of the Notes or liquidation of the Trust Estate 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 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. (f) The Servicer, the Issuer, the Indenture Trustee and the Securities Intermediary agree as follows: (i) the Collection Account is, and will be maintained as, a “securities account” (as defined in Section 8-501 of the UCC); (ii) the Securities Intermediary is acting, and will act as a “securities intermediary” (as defined in the UCC) with respect to the Collection Account; (iii) the Securities Intermediary will comply with the entitlement orders originated by the Indenture Trustee without further consent by the Issuer or the Servicer; (iv) this Agreement (together with the Indenture) is the only agreement entered into among the parties with respect to the Collection Account and the parties will not enter into any other agreement related to the Collection Account; and (v) at the time of this Agreement, and continuously thereafter, the Securities Intermediary shall have a place of business in the United States at which any of the activities of the Securities Intermediary are carried on and which (i) alone or together with other offices of the Securities Intermediary or with other persons acting for the Securities Intermediary in the United States or another nation (A) effects or monitors entries to securities accounts, (B) administers payments or corporate actions relating to securities held with the Securities Intermediary or such other persons, or (C) is otherwise engaged in a business or other regular activity of maintaining securities accounts; or (ii) is identified by an account number, bank code, or other specific means of identification as maintaining securities accounts in the United States.

Establishment of Collection Account. (a) The Servicer, Servicer on behalf of the Issuer Owner Trustee and the Indenture Trustee, shall establish the Collection Account in the name of the Indenture Trustee for the benefit of the SecurityholdersSecurityholders and the Swap Counterparty. The Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee. Except as otherwise provided in this Agreement, in the event that the Collection Account maintained with the Indenture Trustee is no longer an Eligible Deposit Account, then the Servicer shall, with the Indenture Trustee’s assistance, assistance as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution within thirty daysInstitution. (b) For so long as the Collection Account is maintained as an Eligible Deposit Account, 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. Earnings on investment of funds in these accounts (net of losses and investment expenses) shall be paid to the Servicer on each Payment Date as servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related account. (c) For so long as Deutsche Bank Trust Company Americas [_______________] or [_______________] is the Indenture Relevant Trustee, the Collection Account shall be maintained with Deutsche Bank Trust Company Americas [_______________] as an Eligible Deposit Account. In the event that the long-term debt rating of the Indenture Relevant Trustee does not satisfy clause (a) of the definition of Eligible Deposit Account, the Servicer shall, with the assistance of the Indenture Trustee, Relevant Trustee as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution or an account otherwise satisfying the requirements of clause (b) of the definition of Eligible Deposit Account (which may be an account with the Indenture Trustee) within thirty days). (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, the Certificateholder and the Swap Counterparty. 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 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 Indenture Trustee for the benefit of the Swap Counterparty, the Noteholders and Certificateholder. The Indenture Trustee shall transfer all amounts remaining on deposit in the 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 outstanding Net Swap Payments and Swap Termination Payments, if any, payable to the Swap Counterparty under the Interest Rate Swap Agreement have been paid (or substantially all of the Trust Estate is otherwise released from the lien of the Indenture) to the Issuer Collection Account established pursuant to the Trust Agreement for the benefit of the Certificateholder, and to take all necessary or appropriate actions to 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 Swap Counterparty or the Noteholders and the Certificateholder, to the Issuer 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 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 Issuer 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. The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee upon an Event of Default resulting in an acceleration of the Notes or liquidation of the Trust Estate 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 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. (a) The Servicer, on behalf of the Issuer and the Indenture Trustee, shall establish the Collection Account in the name of the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee. Except as otherwise provided in this Agreement, in the event that the Collection Account maintained with the Indenture Trustee is no longer an Eligible Deposit Account, then the Servicer shall, with the Indenture Trustee’s assistance, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution within thirty days. (b) For so long as the Collection Account is maintained as an Eligible Deposit Account, 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. Earnings on investment of funds in these accounts (net of losses and investment expenses) shall be paid to the Servicer on each Payment Date as servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related account. (c) For so long as Deutsche U.S. Bank Trust Company Americas National Association is the Indenture Trustee, the Collection Account shall be maintained with Deutsche U.S. Bank Trust Company Americas National Association as an Eligible Deposit Account. In the event that the long-term debt rating of the Indenture Trustee does not satisfy clause (a) of the definition of Eligible Deposit Account, the Servicer shall, with the assistance of the Indenture Trustee, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution or an account otherwise satisfying the requirements of clause (b) of the definition of Eligible Deposit Account (which may be an account with the Indenture Trustee) within thirty days. (d) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Payment Date on which the Notes of all Classes have been paid in full (or substantially all of the Trust Estate is otherwise released from the lien of the Indenture) to the Issuer for the benefit of the Certificateholder, and to take all necessary or appropriate actions to 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, to the Issuer for the benefit of the Certificateholder, subject to the limitations set forth in the Indenture with respect to amounts held for payment to the 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 Issuer 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), and that such account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholder, as set forth in the Indenture. The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee upon an Event of Default resulting in an acceleration of the Notes or liquidation of the Trust Estate 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 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. (f) The Servicer, the Issuer, the Indenture Trustee and the Securities Intermediary agree as follows: (i) the Collection Account is, and will be maintained as, a “securities account” (as defined in Section 8-501 of the UCC); (ii) the Securities Intermediary is acting, and will act as a “securities intermediary” (as defined in the UCC) with respect to the Collection Account; (iii) this Agreement (together with the Indenture) is the only agreement entered into among the parties with respect to the Collection Account and the parties will not enter into any other agreement related to the Collection Account; and (iv) at the time this Agreement was entered into and the Collection Account was established, the Securities Intermediary does, and will at all times while this Agreement is in effect, maintain one or more offices in the United States of America that will administer the Collection Account.

Establishment of Collection Account. (a) The Servicer, on behalf of the Issuer and the Indenture Trustee, shall establish the Collection Account in the name of the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee. Except as otherwise provided in this Agreement, in the event that the Collection Account maintained with the Indenture Trustee is no longer an Eligible Deposit Account, then the Servicer shall, with the Indenture Trustee’s assistance, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution within thirty days. (b) For so long as the Collection Account is maintained as an Eligible Deposit Account, 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. Earnings on investment of funds in these accounts (net of losses and investment expenses) shall be paid to the Servicer on each Payment Date as servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related account. (c) For so long as Deutsche U.S. Bank Trust Company Americas National Association is the Indenture Trustee, the Collection Account shall be maintained with Deutsche U.S. Bank Trust Company Americas National Association as an Eligible Deposit Account. In the event that the long-term debt rating of the Indenture Trustee does not satisfy clause (a) of the definition of Eligible Deposit Account, the Servicer shall, with the assistance of the Indenture Trustee, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution or an account otherwise satisfying the requirements of clause (b) of the definition of Eligible Deposit Account (which may be an account with the Indenture Trustee) within thirty days. (d) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Payment Date on which the Notes of all Classes have been paid in full (or substantially all of the Trust Estate is otherwise released from the lien of the Indenture) to the Issuer for the benefit of the Certificateholder, and to take all necessary or appropriate actions to 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, to the Issuer for the benefit of the Certificateholder, subject to the limitations set forth in the Indenture with respect to amounts held for payment to the 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 Issuer 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), and that such account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholder, as set forth in the Indenture. The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee upon an Event of Default resulting in an acceleration of the Notes or liquidation of the Trust Estate 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 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. (a) The Servicer, on behalf of the Issuer and the Indenture Trustee, shall establish the Collection Account in the name of the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee. Except as otherwise provided in this Agreement, in the event that the Collection Account maintained with the Indenture Trustee is no longer an Eligible Deposit Account, then the Servicer shall, with the Indenture Trustee’s assistance, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution within thirty days. (b) For so long as the Collection Account is maintained as an Eligible Deposit Account, 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. Earnings on investment of funds in these accounts (net of losses and investment expenses) shall be paid to the Servicer on each Payment Date as servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related account. (c) For so long as Deutsche Bank Trust Company Americas [___________] is the Indenture Trustee, the Collection Account shall be maintained with Deutsche Bank Trust Company Americas [___________] as an Eligible Deposit Account. In the event that the long-term debt rating of the Indenture Trustee does not satisfy clause (a) of the definition of Eligible Deposit Account, the Servicer shall, with the assistance of the Indenture Trustee, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution or an account otherwise satisfying the requirements of clause (b) of the definition of Eligible Deposit Account (which may be an account with the Indenture Trustee) within thirty days. (d) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Payment Date on which the Notes of all Classes have been paid in full (or substantially all of the Trust Estate is otherwise released from the lien of the Indenture) to the Issuer for the benefit of the Certificateholder, and to take all necessary or appropriate actions to 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, to the Issuer for the benefit of the Certificateholder, subject to the limitations set forth in the Indenture with respect to amounts held for payment to the 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 Issuer 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), and that such account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholder, as set forth in the Indenture. The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee upon an Event of Default resulting in an acceleration of the Notes or liquidation of the Trust Estate 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 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. (a) The Servicer, on behalf of the Issuer and the Indenture Trustee, shall establish the Collection Account in the name of the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee. Except as otherwise provided in this Agreement, in the event that the Collection Account maintained with the Indenture Trustee is no longer an Eligible Deposit Account, then the Servicer shall, with the Indenture Trustee’s assistance, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution within thirty (30) days. (b) For so long as the Collection Account is maintained as an Eligible Deposit Account, 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. Earnings on investment of funds in these accounts (net of losses and investment expenses) shall be paid to the Servicer on each Payment Date as servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related account. (c) For so long as Deutsche Bank Trust Company Americas [___________] is the Indenture Trustee, the Collection Account shall be maintained with Deutsche Bank Trust Company Americas [___________] as an Eligible Deposit Account. In the event that the long-term debt rating of the Indenture Trustee does not satisfy clause (a) of the definition of Eligible Deposit Account, the Servicer shall, with the assistance of the Indenture Trustee, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution or an account otherwise satisfying the requirements of clause (b) of the definition of Eligible Deposit Account (which may be an account with the Indenture Trustee) within thirty (30) days. (d) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Payment Date on which the Notes of all Classes have been paid in full (or substantially all of the Trust Estate is otherwise released from the lien of the Indenture) to the Issuer for the benefit of the Certificateholder, and to take all necessary or appropriate actions to 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, to the Issuer for the benefit of the Certificateholder, subject to the limitations set forth in the Indenture with respect to amounts held for payment to the 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 Issuer 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), and that such account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholder, as set forth in the Indenture. The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee upon an Event of Default resulting in an acceleration of the Notes or liquidation of the Trust Estate 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 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. (f) The Servicer, the Issuer, the Indenture Trustee and the Securities Intermediary agree as follows: (i) the Collection Account is, and will be maintained as, a “securities account” (as defined in Section 8-501 of the UCC); (ii) the Securities Intermediary is acting, and will act as a “securities intermediary” (as defined in the UCC) with respect to the Collection Account; (iii) this Agreement (together with the Indenture) is the only agreement entered into among the parties with respect to the Collection Account and the parties will not enter into any other agreement related to the Collection Account; and (iv) at the time of this Agreement, and continuously thereafter, the Securities Intermediary shall have a place of business in the United States at which any of the activities of the Securities Intermediary are carried on and which (i) alone or together with other offices of the Securities Intermediary or with other persons acting for the Securities Intermediary in the United States or another nation (A) effects or monitors entries to securities accounts, (B) administers payments or corporate actions relating to securities held with the Securities Intermediary or such other persons, or (C) is otherwise engaged in a business or other regular activity of maintaining securities accounts; or (ii) is identified by an account number, bank code, or other specific means of identification as maintaining securities accounts in the United States.

Establishment of Collection Account. (a) The Servicer, on behalf Servicer shall cause to be established: (i) For the benefit of the Issuer Noteholders and the Indenture TrusteeCertificateholders, shall establish the Collection Account in the name of Indenture Trustee, an Eligible Deposit Account (the "Collection Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, which Eligible Deposit Account shall be established and maintained with the Indenture Trustee or its designee.. (ii) For the benefit of the Noteholders, in the name of Indenture Trustee, an Eligible Deposit Account (the "Note Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which Eligible Deposit Account shall be established and maintained with the Indenture Trustee or its designee. (iii) An administrative subaccount within the Note Distribution Account at the Eligible Institution then maintaining the Note Distribution Account, which subaccount shall be designated the "Interest Distribution Account". The Interest Distribution Account is established and maintained solely for administrative purposes. 2000-1 SALE AND SERVICING AGREEMENT (iv) An administrative subaccount within the Note Distribution Account at the Eligible Institution then maintaining the Note Distribution Account, which subaccount shall be designated the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (v) For the benefit of the Seller and Xxxxxxx, Xxxxx & Co. in the name of Indenture Trustee, an Eligible Deposit Account (the "Funding Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Seller and Xxxxxxx, Sachs & Co. On the Closing Date, Xxxxxxx, Xxxxx & Co. will deposit $929,851,078.92 into the Funding Account. The Seller hereby directs the Indenture Trustee to cause the Notes to be transferred to Xxxxxxx, Sachs & Co. on the book entry system of The Depository Trust Company on the Closing Date. Immediately after the Notes are transferred to Xxxxxxx, Xxxxx & Co. pursuant to the preceding sentence, the Indenture Trustee shall wire all of the amounts on deposit in the Funding Account, in immediately available funds, to the Seller pursuant to written wiring instructions of the Seller. Notwithstanding the foregoing, if the Indenture Trustee does not cause the Notes to be transferred to Xxxxxxx, Sachs & Co. on the book entry system of The Depository Trust Company by 2:00 New York time on the Closing Date, the Indenture Trustee shall wire all of the amounts on deposit in the Funding Account, in immediately available funds, to Xxxxxxx, Xxxxx & Co., pursuant to written instructions of Xxxxxxx, Sachs & Co. (b) Funds on deposit in the Collection Account and the Note Distribution Account (collectively, the "Trust Accounts") shall be invested by Indenture Trustee with respect to the Trust Accounts and by Owner Trustee with respect to the Certificate Distribution Account (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by Servicer and of which Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither Servicer, Indenture Trustee nor Owner Trustee shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be an Eligible Deposit Account initially established with Noteholders and the Indenture Certificateholders or by Owner Trustee and maintained with for the Indenture Trustee. Except as otherwise provided in this Agreement, in the event that the Collection Account maintained with the Indenture Trustee is no longer an Eligible Deposit Account, then the Servicer shall, with the Indenture Trustee’s assistancebenefit of Certificateholders, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution within thirty days. (b) For so long as the Collection Account is maintained as an Eligible Deposit Account, applicable; provided that on each Distribution Date all amounts held in these accounts shall, to the extent permitted by applicable laws, rules interest and regulations, be invested, as directed in writing by the Servicer, in Eligible Investments; otherwise such amounts shall be maintained in cash. Earnings on other investment of funds in these accounts income (net of losses and investment expenses) shall be paid (other than from the Deposit Date to the Servicer Distribution Date) on each Payment Date as servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related accountTrust Accounts shall be distributed to Servicer and all interest and other investment income (net of losses and investment expenses) from the Deposit Date to the Distribution Date on funds on deposit in the Trust Accounts shall be distributed to the Indenture Trustee, and in each case shall not be available to pay the distributions provided for in Section 5.5 and shall not otherwise be subject to any claims or rights of Holders. Funds on deposit in the Trust Accounts shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Deposit Date preceding the next Distribution Date; provided that upon satisfaction of the Rating Agency Condition and with the approval of the Indenture Trustee, funds on deposit in the Trust Accounts may be invested in Eligible Investments that mature on such Distribution Date. No Eligible Investment shall be sold or otherwise disposed of prior to its scheduled maturity unless a default occurs with respect to such Eligible Investment and Servicer directs Indenture Trustee in writing to dispose of such Eligible Investment. Funds deposited in the Trust Accounts or Certificate Distribution Account on a Deposit Date shall be invested overnight. (c) For so long as Deutsche Bank Trust Company Americas is the Indenture Trustee, the Collection Account shall be maintained with Deutsche Bank Trust Company Americas as an Eligible Deposit Account. In the event that the long-term debt rating of the Indenture Trustee does not satisfy clause (a) of the definition of Eligible Deposit Account, the Servicer shall, with the assistance of the Indenture Trustee, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution or an account otherwise satisfying the requirements of clause (b) of the definition of Eligible Deposit Account (which may be an account with the Indenture Trustee) within thirty days. (d) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Payment Date on which the Notes of all Classes have been paid in full (or substantially all of the Trust Estate is otherwise released from the lien of the Indenture) to the Issuer for the benefit of the Certificateholder, and to take all necessary or appropriate actions to 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, to the Issuer for the benefit of the Certificateholder, subject to the limitations set forth in the Indenture with respect to amounts held for payment to the 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 Issuer 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 in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (excluding interest or investment income thereon payable to thereon) and all such funds, investments and proceeds shall be part of the Servicer)Owner Trust Estate. Except as otherwise provided herein, and that such account the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the CertificateholderCertificateholders; provided, as set forth in the Indenture. The parties hereto agree that the Servicer shall have the powerhowever, revocable by the Indenture Trustee upon an Event of Default resulting in an acceleration shall not be charged with any obligation for the benefit of the Notes or liquidation Certificateholders except as provided by the terms of this Agreement. If, at any time, any of the Trust Estate Accounts or by the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Servicer or Owner Trustee Trustee, as applicable, shall within 10 Business Days (or such longer period as to which each Rating Agency may consent) establish a new Trust Account or Certificate Distribution Account, as applicable, as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account or new Certificate Distribution Account, as applicable. In connection with the consent foregoing, Servicer agrees that, in the event that the Collection Account is not an account with Indenture Trustee or its designee, Servicer shall notify Indenture Trustee in writing promptly upon the Collection Account ceasing to be an Eligible Deposit Account. (d) With respect to the Trust Account Property, Servicer and the Indenture Trustee agree that: (i) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts and, except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, to instruct and, except as otherwise provided in the Indenture Trustee to make withdrawals and payments from the Collection Account for the purpose of permitting the ServicerBasic Documents, Indenture Trustee and its designee shall have sole signature authority with respect thereto; (ii) any Trust Account Property that constitutes Physical Property shall be delivered to Indenture Trustee or its designee, in accordance with paragraph (a) of the Owner definition of "Delivery" and shall be held, pending maturity or disposition, solely by Indenture Trustee or such designee, or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for Indenture Trustee or such designee; (iii) any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to carry out Federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of "Delivery" and shall be maintained by Indenture Trustee or its respective duties hereunder designee or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; and (iv) any Trust Account Property that is an "uncertificated security" under Article 8 of the UCC and that is not governed by clause (iii) above shall be delivered to Indenture Trustee or its designee in accordance with paragraph (c) of the definition of "Delivery" and shall be maintained by Indenture Trustee or such designee, or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for Indenture Trustee or such designee, pending maturity or disposition, through continued registration of Indenture Trustee's (or its designee's) ownership of such security. Effective upon Delivery of any Trust AgreementAccount Property, as the case may beServicer shall be deemed to have represented that it has purchased such Trust Account Property for value, in good faith and without notice of any adverse claim thereto.

Establishment of Collection Account. (a) The Servicer, Issuer will establish and maintain with the Operating Bank on behalf of the Issuer its books and the Indenture Trustee, shall establish the Collection Account records in the name of the Indenture Trustee for Issuer, subject to the benefit of Liens established under this Indenture, a collection account (the Securityholders“Collection Account”). The Collection Account shall be established and maintained as an Eligible Deposit Account initially so as to create, perfect and establish the priority of the Liens established under this Indenture in the Collection Account and all cash, Eligible Investments and other property from time to time deposited therein and otherwise to effectuate the Liens under this Indenture. (b) The Trustee as the Operating Bank shall have sole dominion and control over the Collection Account (including, among other things, the sole power to direct withdrawals or transfers from the Collection Account and to direct the investment and reinvestment of funds in the Collection Account, subject to Section 3.2). The Trustee as the Operating Bank shall make withdrawals and transfers from the Collection Account in accordance with the terms of this Indenture as calculated by the Calculation Agent pursuant to this Indenture. Each of the Issuer and the Trustee as the Operating Bank acknowledges and agrees that the Collection Account is a “securities account” within the meaning of Section 8-501 of the UCC and that the Trustee has “control”, for purposes of Section 9-314 of the UCC, of the Collection Account that is maintained with the Indenture Trustee as the Operating Bank. The Issuer agrees that, if the Collection Account is established or maintained with any Operating Bank other than the Trustee. Except as otherwise provided , the Issuer shall cause such successor Operating Bank to enter into an agreement with the Trustee and the Issuer pursuant to which such successor Operating Bank agrees to comply with any and all instructions of the Trustee directing the disposition, investment and reinvestment of funds in this Agreement, in the event that the Collection Account maintained with such successor Operating Bank without the Indenture Trustee is no longer an Eligible Deposit further consent of the Issuer, and the Issuer shall take such other actions as are required to establish the Trustee’s “control”, for purposes of Section 9-314 of the UCC, over the Collection Account. With respect to the Collection Account, then the Servicer shallTrustee as the Operating Bank is a “securities intermediary” as defined in Section 8-102(a)(14) of the UCC. The Trustee as the Operating Bank hereby confirms that it has established the Collection Account (account number) in the name of the Issuer. The Issuer irrevocably directs the Trustee as the Operating Bank to, and the Trustee, the Issuer and the Trustee as the Operating Bank hereby agree that the Trustee as the Operating Bank shall comply with all instructions originated by the Indenture Trustee’s assistanceTrustee directing the disposition of funds in the Collection Account and all entitlement orders originated by the Trustee with respect to the Collection Account, in each case without further consent by the Issuer. The Issuer and the Trustee as necessary, use reasonable efforts to cause the Operating Bank further agree that (i) the jurisdiction of the Trustee as the Operating Bank for purposes of the UCC shall be the State of New York and (ii) the Trustee as the Operating Bank hereby subordinates any security interest it may now or hereafter have in the Collection Account to be moved the security interest therein of the Trustee. The Trustee as the Operating Bank shall, subject to an Eligible Institution within thirty days. (b) For so long the terms of this Indenture, treat the Trustee as entitled to exercise the rights that comprise any financial asset credited to the Collection Account. In furtherance of the foregoing, and without limiting the effectiveness thereof, the Trustee and the Operating Bank will comply with orders from the Trustee directing the Trustee as the Operating Bank to hold, transfer or dispose of any financial assets or any part thereof in the Collection Account as the Trustee may from time to time specify, without obtaining the consent of the Issuer. The crediting by the Trustee as Operating Bank to the Collection Account of any property that is maintained not otherwise a financial asset by virtue of Section 8-102(a)(9)(i) of the UCC or Section 8-102(a)(9)(ii) of the UCC, including cash, shall constitute the “express agreement” of the Trustee as an Eligible Deposit Account, all amounts held in these accounts Operating Bank under Section 8-102(a)(9)(iii) of the UCC that such property is a financial asset under such Section 8-102(a)(9)(iii) of the UCC. The control over the Collection Account granted to the Trustee herewith shall, for purposes of Section 9-203(b)(3)(D) of the UCC, be deemed to be pursuant to the extent permitted by applicable lawsIssuer’s security agreement, rules and regulations, be invested, as directed in writing by the Servicer, in Eligible Investments; otherwise such amounts which shall be maintained in cash. Earnings on investment of funds in these accounts (net of losses and investment expenses) shall be paid to the Servicer on each Payment Date as servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related accountthis Indenture. (c) For so long as Deutsche Bank Trust Company Americas is the Indenture TrusteeIf, at any time, the Collection Account shall ceases to be maintained with Deutsche Bank Trust Company Americas as an Eligible Deposit Account. In the event that the long-term debt rating of the Indenture Trustee does not satisfy clause (a) of the definition of Eligible Deposit Account, the Servicer shallIssuer will, with within ten Business Days, establish a new Collection Account meeting the assistance conditions set forth in this Section 3.1 and transfer any cash or investments in the existing Collection Account to such new Collection Account, and, from the date such new Collection Account is established, it shall have the same designation as the existing Collection Account. If the Operating Bank should change at any time, then the Issuer shall promptly establish a replacement Collection Account as necessary at the successor Operating Bank and transfer the balance of the Indenture Trustee, as necessary, use reasonable efforts to cause funds in the Collection Account then maintained at the former Operating Bank pursuant to be moved the terms of this Indenture to an Eligible Institution or an account otherwise satisfying the requirements of clause (b) of the definition of Eligible Deposit Account (which may be an account with the Indenture Trustee) within thirty dayssuch successor Operating Bank. (d) The Indenture Trustee Issuer shall transfer all amounts remaining on deposit in maintain the Collection Account on at the Payment Date on which Operating Bank not later than the Notes of all Classes have been paid in full (Closing Date, and the Collection Account shall bear a designation clearly indicating that the funds or substantially all of the Trust Estate is otherwise released from the lien of the Indenture) to the Issuer other assets deposited therein are held for the benefit of the Certificateholder, and to take all necessary or appropriate actions to transfer all of its right, title and interest in the Collection AccountTrustee. Except as expressly provided herein, all funds or investments held or to Collections shall be held therein and all proceeds thereof, to the Issuer for the benefit of the Certificateholder, subject to the limitations set forth deposited in the Indenture with respect to amounts held for payment to the 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 Issuer agrees, by its acceptance hereof that, on transferred therefrom in accordance with the terms and conditions set forth of this Indenture. No funds shall be deposited in the Collection Account that do not constitute Collections, except as expressly provided in this Indenture, for so long as Notes of any Class remain outstanding, without 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 Noteholders and the Certificateholder, as set forth in the Indenture. The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee upon an Event of Default resulting in an acceleration of the Notes or liquidation of the Trust Estate or by the Owner Trustee with the prior written consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Collection 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. (a) The Servicer, on behalf of the Issuer and the Indenture Trustee, shall establish the Collection Account in the name of the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee. Except as otherwise provided in this Agreement, in the event that the Collection Account maintained with the Indenture Trustee is no longer an Eligible Deposit Account, then the Servicer shall, with the Indenture Trustee’s assistance, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution within thirty sixty (60) days. (b) For so long as the Collection Account is maintained as an Eligible Deposit Account, 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. Earnings on investment of funds in these accounts the Collection Account (net of losses and investment expenses) shall be retained by the Servicer or paid to the Servicer on each Payment Date as servicing compensationpart of the Supplemental Servicing Fee, and any losses and investment expenses shall be charged against the funds on deposit in the related accountCollection Account. (c) For so long as Deutsche Bank Trust Company Americas [___] is the Indenture Trustee, the Collection Account shall be maintained with Deutsche Bank Trust Company Americas [___] as an Eligible Deposit Account. In the event that the long-term debt rating of the Indenture Trustee does not satisfy clause (a) of the definition of Eligible Deposit Account, the Servicer shall, with the assistance of the Indenture Trustee, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution or an account otherwise satisfying the requirements of clause (b) of the definition of Eligible Deposit Account (which may be an account with the Indenture Trustee) within thirty sixty (60) days. (d) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Payment Date on which the Notes of all Classes have been paid in full (or substantially all of the Trust Estate is otherwise released from the lien of the Indenture) to the Issuer for the benefit of the Certificateholder, and to take all necessary or appropriate actions to 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, to the Issuer for the benefit of the Certificateholder, subject to the limitations set forth in the Indenture with respect to amounts held for payment to the 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 Issuer 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 net investment income earnings 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 Noteholders and the Certificateholder, as set forth in the Indenture. The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee upon an Event of Default resulting in an acceleration of the Notes or liquidation of the Trust Estate 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 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. (f) The Servicer, the Issuer, the Indenture Trustee and the Securities Intermediary agree as follows: (i) the Collection Account is, and will be maintained as, a “securities account” (as defined in Section 8-501 of the UCC); (ii) the Securities Intermediary is acting, and will act as a “securities intermediary” (as defined in the UCC) with respect to the Collection Account; (iii) the Securities Intermediary will comply with the entitlement orders originated by the Indenture Trustee without further consent by the Issuer or the Servicer; (iv) this Agreement (together with the Indenture) is the only agreement entered into among the parties with respect to the Collection Account and the parties will not enter into any other agreement related to the Collection Account; and (v) at the time of this Agreement, and continuously thereafter, the Securities Intermediary shall have a place of business in the United States at which any of the activities of the Securities Intermediary are carried on and which (i) alone or together with other offices of the Securities Intermediary or with other persons acting for the Securities Intermediary in the United States or another nation (A) effects or monitors entries to securities accounts, (B) administers payments or corporate actions relating to securities held with the Securities Intermediary or such other persons, or (C) is otherwise engaged in a business or other regular activity of maintaining securities accounts; or (ii) is identified by an account number, bank code, or other specific means of identification as maintaining securities accounts in the United States.

Establishment of Collection Account. (a) The Servicer, on behalf of the Issuer and the Indenture Trustee, shall establish the Collection Account in the name of the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee. Except as otherwise provided in this Agreement, in the event that the Collection Account maintained with the Indenture Trustee is no longer an Eligible Deposit Account, then the Servicer shall, with the Indenture Trustee’s assistance, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution within thirty days. (b) For so long as the Collection Account is maintained as an Eligible Deposit Account, 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. Earnings on investment of funds in these accounts (net of losses and investment expenses) shall be paid to the Servicer on each Payment Date as servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related account. (c) For so long as Deutsche Bank Trust Company Americas [__________] is the Indenture Trustee, the Collection Account shall be maintained with Deutsche Bank Trust Company Americas [__________] as an Eligible Deposit Account. In the event that the long-term debt rating of the Indenture Trustee does not satisfy clause (a) of the definition of Eligible Deposit Account, the Servicer shall, with the assistance of the Indenture Trustee, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution or an account otherwise satisfying the requirements of clause (b) of the definition of Eligible Deposit Account (which may be an account with the Indenture Trustee) within thirty days. (d) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Payment Date on which the Notes of all Classes have been paid in full (or substantially all of the Trust Estate is otherwise released from the lien of the Indenture) to the Issuer for the benefit of the Certificateholder, and to take all necessary or appropriate actions to 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, to the Issuer for the benefit of the Certificateholder, subject to the limitations set forth in the Indenture with respect to amounts held for payment to the 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 Issuer 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), and that such account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholder, as set forth in the Indenture. The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee upon an Event of Default resulting in an acceleration of the Notes or liquidation of the Trust Estate 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 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. (a) The ServicerIssuer will establish and maintain with the Operating Bank on its books and records in the name of the Issuer, on behalf subject to the Liens established under this Indenture, a collection account (the “Collection Account”). The Collection Account shall be established and maintained as an Eligible Account so as to create, perfect and establish the priority of the Liens established under this Indenture in the Collection Account and all cash, Eligible Investments and other property from time to time deposited therein and otherwise to effectuate the Liens under this Indenture. (b) The Trustee as the Operating Bank shall have sole dominion and control over the Collection Account (including, among other things, the sole power to direct withdrawals or transfers from the Collection Account and to direct the investment and reinvestment of funds in the Collection Account, subject to Section 3.2). The Trustee as the Operating Bank shall make withdrawals and transfers from the Collection Account in accordance with the terms of this Indenture as calculated by the Calculation Agent pursuant to this Indenture. Each of the Issuer and the Indenture Trustee as the Operating Bank acknowledges and agrees that the Collection Account is a “securities account” within the meaning of Section 8-501 of the UCC and that the Trustee has “control”, for purposes of Section 9-314 of the UCC, of the Collection Account that is maintained with the Trustee as the Operating Bank. The Issuer agrees that, if the Collection Account is established or maintained with any Operating Bank other than the Trustee, the Issuer shall cause such successor Operating Bank to enter into an agreement with the Trustee and the Issuer pursuant to which such successor Operating Bank agrees to comply with any and all instructions of the Trustee directing the disposition, investment and reinvestment of funds in the Collection Account maintained with such successor Operating Bank without the further consent of the Issuer, and the Issuer shall take such other actions as are required to establish the Trustee’s “control”, for purposes of Section 9-314 of the UCC, over the Collection Account. With respect to the Collection Account, the Trustee as the Operating Bank is a “securities intermediary” as defined in Section 8-102(a)(14) of the UCC. The Trustee as the Operating Bank hereby confirms that it has established the Collection Account in the name of the Indenture Trustee for the benefit of the SecurityholdersIssuer. The Collection Account Issuer irrevocably directs the Trustee as the Operating Bank to, and the Trustee, the Issuer and the Trustee as the Operating Bank hereby agree that the Trustee as the Operating Bank shall be an Eligible Deposit Account initially established comply with all instructions originated by the Indenture Trustee and maintained with directing the Indenture Trustee. Except as otherwise provided disposition of funds in this Agreement, in the event that the Collection Account maintained and all entitlement orders originated by the Trustee with respect to the Indenture Trustee is no longer an Eligible Deposit Collection Account, then in each case without further consent by the Servicer shall, with Issuer. The Issuer and the Indenture Trustee’s assistance, Trustee as necessary, use reasonable efforts to cause the Operating Bank further agree that (i) the jurisdiction of the Trustee as the Operating Bank for purposes of the UCC shall be the State of New York and (ii) the Trustee as the Operating Bank hereby subordinates any security interest it may now or hereafter have in the Collection Account to be moved the security interest therein of the Trustee. The Trustee as the Operating Bank shall, subject to an Eligible Institution within thirty days. (b) For so long the terms of this Indenture, treat the Trustee as entitled to exercise the rights that comprise any financial asset credited to the Collection Account. In furtherance of the foregoing, and without limiting the effectiveness thereof, the Trustee and the Operating Bank will comply with orders from the Trustee directing the Trustee as the Operating Bank to hold, transfer or dispose of any financial assets or any part thereof in the Collection Account as the Trustee may from time to time specify, without obtaining the consent of the Issuer. The crediting by the Trustee as Operating Bank to the Collection Account of any property that is maintained not otherwise a financial asset by virtue of Section 8-102(a)(9)(i) of the UCC or Section 8-102(a)(9)(ii) of the UCC, including cash, shall constitute the “express agreement” of the Trustee as an Eligible Deposit Account, all amounts held in these accounts Operating Bank under Section 8-102(a)(9)(iii) of the UCC that such property is a financial asset under such Section 8-102(a)(9)(iii) of the UCC. The control over the Collection Account granted to the Trustee herewith shall, for purposes of Section 9-203(b)(3)(D) of the UCC, be deemed to be pursuant to the extent permitted by applicable lawsIssuer’s security agreement, rules and regulations, be invested, as directed in writing by the Servicer, in Eligible Investments; otherwise such amounts which shall be maintained in cash. Earnings on investment of funds in these accounts (net of losses and investment expenses) shall be paid to the Servicer on each Payment Date as servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related accountthis Indenture. (c) For so long as Deutsche Bank Trust Company Americas is the Indenture TrusteeIf, at any time, the Collection Account shall ceases to be maintained with Deutsche Bank Trust Company Americas as an Eligible Deposit Account. In the event that the long-term debt rating of the Indenture Trustee does not satisfy clause (a) of the definition of Eligible Deposit Account, the Servicer shallIssuer will, with within ten Business Days, establish a new Collection Account meeting the assistance conditions set forth in this Section 3.1 and transfer any cash or investments in the existing Collection Account to such new Collection Account, and, from the date such new Collection Account is established, it shall have the same designation as the existing Collection Account. If the Operating Bank should change at any time, then the Issuer shall promptly establish a replacement Collection Account as necessary at the successor Operating Bank and transfer the balance of the Indenture Trustee, as necessary, use reasonable efforts to cause funds in the Collection Account then maintained at the former Operating Bank pursuant to be moved the terms of this Indenture to an Eligible Institution or an account otherwise satisfying the requirements of clause (b) of the definition of Eligible Deposit Account (which may be an account with the Indenture Trustee) within thirty dayssuch successor Operating Bank. (d) The Indenture Trustee Issuer shall transfer all amounts remaining on deposit in maintain the Collection Account on at the Payment Date on which Operating Bank not later than the Notes of all Classes have been paid in full (Closing Date, and the Collection Account shall bear a designation clearly indicating that the funds or substantially all of the Trust Estate is otherwise released from the lien of the Indenture) to the Issuer other assets deposited therein are held for the benefit of the Certificateholder, and to take all necessary or appropriate actions to transfer all of its right, title and interest in the Collection AccountTrustee. Except as expressly provided herein, all funds or investments held or to Collections shall be held therein and all proceeds thereof, to the Issuer for the benefit of the Certificateholder, subject to the limitations set forth deposited in the Indenture with respect to amounts held for payment to the 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 Issuer agrees, by its acceptance hereof that, on transferred therefrom in accordance with the terms and conditions set forth of this Indenture. No funds shall be deposited in the Collection Account that do not constitute Collections, except as expressly provided in this Indenture, for so long as Notes of any Class remain outstanding, without 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 Noteholders and the Certificateholder, as set forth in the Indenture. The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee upon an Event of Default resulting in an acceleration of the Notes or liquidation of the Trust Estate or by the Owner Trustee with the prior written consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Collection 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. (a) The Servicer, on behalf of the Issuer and the Indenture Trustee, shall establish the Collection Account in the name of the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee. Except as otherwise provided in this Agreement, in the event that the Collection Account maintained with the Indenture Trustee is no longer an Eligible Deposit Account, then the Servicer shall, with the Indenture Trustee’s assistance, assistance as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution within thirty daysInstitution. (b) For so long as the Collection Account is maintained as an Eligible Deposit Account, 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. Earnings on investment of funds in these accounts (net of losses and investment expenses) shall be paid to the Servicer on each Payment Date as servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related account. (c) For so long as Deutsche Bank Trust Company Americas [________] is the Indenture Trustee, the Collection Account shall be maintained with Deutsche Bank Trust Company Americas [________] as an Eligible Deposit Account. In the event that the long-term debt rating of the Indenture Trustee does not satisfy clause (a) of the definition of Eligible Deposit Account, the Servicer shall, with the assistance of the Indenture Trustee, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution or an account otherwise satisfying the requirements of clause (b) of the definition of Eligible Deposit Account (which may be an account with the Indenture Trustee) within thirty days). (d) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Payment Date on which the Notes of all Classes have been paid in full (or substantially all of the Trust Estate is otherwise released from the lien of the Indenture) to the Issuer for the benefit of the Certificateholder, and to take all necessary or appropriate actions to 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, to the Issuer for the benefit of the Certificateholder, subject to the limitations set forth in the Indenture with respect to amounts held for payment to the 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 Issuer 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), and that such account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholder, as set forth in the Indenture. The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee upon an Event of Default resulting in an acceleration of the Notes or liquidation of the Trust Estate 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 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. (a) The Servicer, on behalf Servicer shall cause to be established: (i) For the benefit of the Issuer Noteholders and the Indenture TrusteeCertificateholders, shall establish the Collection Account in the name of Indenture Trustee, an Eligible Deposit Account (the Indenture Trustee "Collection Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Securityholders. The Collection Noteholders and the Certificateholders, which Eligible Deposit Account shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee. Except as otherwise provided in this AgreementTrustee or its designee. (ii) For the benefit of the Noteholders, in the event name of Indenture Trustee, an Eligible Deposit Account (the "Note Distribution Account"), bearing a designation clearly indicating that the Collection Account funds deposited therein are held for the benefit of the Noteholders, which shall be established and maintained with the Indenture Trustee is no longer an or its designee. (iii) An administrative subaccount within the Note Distribution Account at the Eligible Deposit Institution then maintaining the Note Distribution Account, then which subaccount shall be designated the Servicer shall, with "Interest Distribution Subaccount." The Interest Distribution Subaccount is established and maintained solely for administrative purposes. (iv) An administrative subaccount within the Indenture Trustee’s assistance, as necessary, use reasonable efforts to cause Note Distribution Account at the Collection Account to be moved to an Eligible Institution within thirty daysthen maintaining the Note Distribution Account, which subaccount shall be designated the "Principal Distribution Subaccount." The Principal Distribution Subaccount is established and maintained solely for administrative purposes. (b) For so long as the Collection Account is maintained as an Eligible Deposit Account, 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. Earnings on investment of funds in these accounts (net of losses and investment expenses) shall be paid to the Servicer on each Payment Date as servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related account. (c) For so long as Deutsche Bank Trust Company Americas is the Indenture Trustee, the Collection Account shall be maintained with Deutsche Bank Trust Company Americas as an Eligible Deposit Account. In the event that the long-term debt rating of the Indenture Trustee does not satisfy clause (a) of the definition of Eligible Deposit Account, the Servicer shall, with the assistance of the Indenture Trustee, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution or an account otherwise satisfying the requirements of clause (b) of the definition of Eligible Deposit Account (which may be an account with the Indenture Trustee) within thirty days. (d) The Indenture Trustee shall transfer all amounts remaining Funds on deposit in the Collection Account on the Payment Date on which the Notes of all Classes have been paid in full (or substantially all of the Trust Estate is otherwise released from the lien of the Indenture) to the Issuer for the benefit of the Certificateholder, and to take all necessary or appropriate actions to transfer all of its right, title and interest in the Collection Account, all funds or investments held or to the Note Distribution Account and the Reserve Account (collectively, the "Trust Accounts") shall be held therein and all proceeds thereof, to the Issuer for the benefit of the Certificateholder, subject to the limitations set forth in the invested by Indenture Trustee with respect to amounts held for payment to the Noteholders that do not promptly deliver a Note for payment on such Payment Date. (e) With Trust Accounts and by the Owner Trustee with respect to the Collection Certificate Distribution Account (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by Servicer and all property held thereinof which Servicer provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither Servicer, the Issuer 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), and that such account nor Owner Trustee shall be under the sole dominion and control liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee for the benefit of the Noteholders and the CertificateholderCertificateholders or by Owner Trustee for the benefit of Certificateholders, as set forth applicable. Funds on deposit in the Indenture. The parties hereto agree Trust Accounts shall be invested in Eligible Investments that will mature so that such funds will be available at the Servicer shall have close of business on the powerDeposit Date preceding the next Payment Date; provided, revocable by the Indenture Trustee that upon an Event of Default resulting in an acceleration satisfaction of the Notes or liquidation of the Trust Estate or by the Owner Trustee Rating Agency Condition and with the consent approval of the Indenture Trustee, funds on deposit in the Trust Accounts may be invested in Eligible Investments that mature on such Payment Date. No Eligible Investment shall be sold or otherwise disposed of prior to instruct the its scheduled maturity unless a default occurs with respect to such Eligible Investment and Servicer directs Indenture Trustee in writing to make withdrawals and payments from the Collection Account for the purpose dispose 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.such Eligible

Establishment of Collection Account. (a) The Servicer, on behalf of the Issuer and the Indenture Trustee, shall establish the Collection Account in the name of the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee Securities Intermediary and maintained with the Indenture TrusteeSecurities Intermediary. Except as otherwise provided in this Agreement, in the event that the Collection Account maintained with the Indenture Trustee Securities Intermediary is no longer an Eligible Deposit Account, then the Servicer shall, with the Indenture TrusteeTrustee and Securities Intermediary’s assistance, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution or Eligible Trust Account Institution within thirty sixty (60) days. (b) For so long as the Collection Account is maintained as an Eligible Deposit Account, 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. Earnings on investment of funds in these accounts the Collection Account (net of losses and investment expenses) shall be retained by the Servicer or paid to the Servicer on each Payment Date as servicing compensationpart of the Supplemental Servicing Fee, and any losses and investment expenses shall be charged against the funds on deposit in the related accountCollection Account. (c) For so long as Deutsche Bank Trust Company Americas [ ] is the Indenture Trustee, the Collection Account shall be maintained with Deutsche Bank Trust Company Americas [ ] as an Eligible Deposit Account. In the event that the long-term debt rating of the Indenture Trustee does not satisfy clause (a) of the definition of Collection Account is no longer an Eligible Deposit Account, the Servicer shall, with the assistance of the Indenture TrusteeTrustee and Securities Intermediary, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution or an account otherwise satisfying the requirements of clause (b) of the definition of Eligible Deposit Trust Account Institution (which may be an account with the Indenture TrusteeTrustee or the Securities Intermediary) within thirty sixty (60) days. (d) The Indenture Trustee shall, or shall cause the Securities Intermediary to, transfer all amounts remaining on deposit in the Collection Account on the Payment Date on which the Notes of all Classes have been paid in full (or substantially all of the Trust Estate is otherwise released from the lien of the Indenture) to the Issuer for the benefit of the Certificateholder, and to take all necessary or appropriate actions to 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, to the Issuer for the benefit of the Certificateholder, subject to the limitations set forth in the Indenture with respect to amounts held for payment to the 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 Issuer 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 net investment income earnings 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 Noteholders and the Certificateholder, as set forth in the Indenture. The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee upon an Event of Default resulting in an acceleration of the Notes or liquidation of the Trust Estate 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 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. (f) The Servicer, the Issuer, the Indenture Trustee and the Securities Intermediary agree as follows: (i) the Collection Account is, and will be maintained as, a “securities account” (as defined in Section 8-501 of the UCC); (ii) the Securities Intermediary is acting, and will act as a “securities intermediary” (as defined in the UCC) with respect to the Collection Account; (iii) the Securities Intermediary will comply with the entitlement orders originated by the Indenture Trustee without further consent by the Issuer or the Servicer; (iv) this Agreement (together with the Indenture) is the only agreement entered into among the parties with respect to the Collection Account and the parties will not enter into any other agreement related to the Collection Account; and (v) at the time of this Agreement, and continuously thereafter, the Securities Intermediary shall have a place of business in the United States at which any of the activities of the Securities Intermediary are carried on and which (i) alone or together with other offices of the Securities Intermediary or with other persons acting for the Securities Intermediary in the United States or another nation (A) effects or monitors entries to securities accounts, (B) administers payments or corporate actions relating to securities held with the Securities Intermediary or such other persons, or (C) is otherwise engaged in a business or other regular activity of maintaining securities accounts; or (ii) is identified by an account number, bank code, or other specific means of identification as maintaining securities accounts in the United States.