Common use of Establishment of Collection Account Clause in Contracts

Establishment of Collection Account. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “Collection Account”). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, transfer any cash and/or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be the “Collection Account.” Unless otherwise agreed by each Rating Agency, if at any time neither Citibank nor any other affiliate of Citigroup Inc. is the Servicer, the Collection Account will be moved from Citibank if then maintained there. Funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 9.02, 10.01 or 12.02) shall at the direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders. Investments of funds representing Collections collected during any Due Period shall be invested in Eligible Investments that will mature so that funds will be available at the close of business on the Transfer Date following such Due Period in amounts sufficient to make the required distributions on the following Distribution Date. Funds deposited in the Collection Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the Sellers, except as otherwise specified in any Supplement.

Establishment of Collection Account. (a) The ServicerTrustee, for the benefit of the Certificateholders, Certificateholders shall establish and maintain in the name of the Trustee, on behalf of the Trust, one Eligible Trust Account known as the Collection Account, bearing an Eligible Deposit Account bearing a additional designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders Certificateholders, subject to the obligations of the Trust under the Indenture and the Notes, the Swap Agreement, any Related Agreement and any Credit Enhancement Agreement. The Trustee, directly or through its agents, shall make reasonable efforts to collect all scheduled payments under the Trust Assets, the Swap Agreement, any Related Agreement and any Credit Enhancement Agreement and will follow, or cause to be followed, any collection procedures that it would follow with respect to comparable financial assets that it held for its own account, provided, these procedures must be consistent with the Series Trust Agreement and any related instrument governing any other Trust Asset, the Swap Agreement, any Related Agreement or any Credit Enhancement Agreement. Notwithstanding the foregoing, upon the issuance of any Notes by the Trust and as long as any Notes remain outstanding, the Trustee shall deliver all Trust Assets and proceeds thereof to the Indenture Trustee in accordance with the Indenture (the “Collection Account”). b) The Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Collection Account and in all proceeds thereof, unless such funds and proceeds are subject to the lien created by the Indenture. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this , subject to the obligations of the Trust under the Swap Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, any Related Agreement and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series EnhancerCredit Enhancement Agreement. If, at any time, the Collection Account ceases to be an Eligible Deposit Trust Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, as an Eligible Trust Account and shall transfer any cash and/or any investments funds in the existing Collection Account to such new Collection Account and from the date such new Account. (c) The Collection Account is established, it shall be the “Collection Account.” Unless otherwise agreed by each Rating Agency, if at any time neither Citibank nor any other affiliate of Citigroup Inc. is the Servicer, the Collection Account will be moved from Citibank if then maintained therea non-interest bearing account. Funds on deposit in the Collection Account (other than investment earnings and amounts deposited Pending application pursuant to Sections 2.066.2 or 8.2 hereof, 9.02, 10.01 or 12.02) shall at the direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall be moneys held by the Trustee for the benefit of the Certificateholders. Investments of funds representing Collections collected during any Due Period shall be invested in Eligible Investments that will mature so that funds will be available at the close of business on the Transfer Date following such Due Period in amounts sufficient to make the required distributions on the following Distribution Date. Funds deposited in the Collection Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall not be paid to the Sellers, reinvested except as otherwise specified provided in any Supplementthe Forepart.

Establishment of Collection Account. The Servicer, for the benefit of the CertificateholdersIndenture Trustee and the holders of the Notes, shall establish and maintain an Eligible Account (including any subaccount thereof) in the name of the Indenture Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein and other property credited thereto are held for the benefit of the Certificateholders Indenture Trustee and the holders of the Notes (the “Collection Account”). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Certificateholdersholders of the Notes. Except as expressly provided in this AgreementAgreement or the Indenture, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the TrusteeIssuer, Cartus, CFC, the Trust, any Certificateholder Indenture Trustee or any Series Enhancerholder of the Notes. If, at any time, If the Collection Account at any time ceases to be an Eligible Deposit AccountAccount then, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (of the Issuer’s or such longer periodServicer’s knowledge thereof, not to exceed 30 calendar days, as to which each Rating Agency may consent) the Issuer or the Servicer shall establish a new Collection Account meeting the conditions specified above, transfer any cash and/or any investments monies, documents, instruments, investment property, certificates of deposit and other property to such new Collection Account and from the date such new Collection Account is established, it shall be the “Collection Account.” Unless otherwise agreed . Pursuant to the authority granted to the Servicer in Section 3.02, the Servicer shall have the power, revocable by each Rating Agencythe Indenture Trustee, if at any time neither Citibank nor any other affiliate to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account for the purposes of Citigroup Inc. is carrying out the Servicer’s duties hereunder. At the written direction of the Servicer, the Collection Account will be moved from Citibank if then maintained there. Funds funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 9.02, 10.01 or 12.02) shall at the direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Certificateholdersholders of the Notes. Investments of funds representing Pool Collections collected during any Due Monthly Period shall be invested in Eligible Investments that will mature so that such funds will be available at no later than the close of business on the Transfer day preceding the monthly Distribution Date following such Due Period Monthly Period, in amounts sufficient to the extent of such funds to make the required distributions on the following such Distribution Date. Funds deposited in the Collection Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the Sellers, except Servicer as otherwise specified additional servicing compensation. The Servicer shall bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds in any Supplementaccordance with this Section 4.01 or for the selection of Eligible Investments in accordance with the provisions of this Agreement.

Establishment of Collection Account. (a) The ServicerTrustee, for the benefit of the Certificateholders, Certificateholders shall establish and maintain in the name of the Trustee, on behalf of the Trust, one Eligible Trust Account known as the Collection Account, bearing an Eligible Deposit Account bearing a additional designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders Certificateholders, subject to the obligations of the Trust under the Swap Agreement, any Related Agreement and any Credit Enhancement Agreement. The Trustee, directly or through its agents, shall make reasonable efforts to collect all scheduled payments under the Trust Assets, the Swap Agreement, any Related Agreement and any Credit Enhancement Agreement and will follow, or cause to be followed, any collection procedures that it would follow with respect to comparable financial assets that it held for its own account, provided, these procedures must be consistent with the Series Trust Agreement and any related instrument governing any other Trust Asset, the Swap Agreement, any Related Agreement or any Credit Enhancement Agreement. (the “Collection Account”). b) The Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this , subject to the obligations of the Trust under the Swap Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, any Related Agreement and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series EnhancerCredit Enhancement Agreement. If, at any time, the Collection Account ceases to be an Eligible Deposit Trust Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, as an Eligible Trust Account and shall transfer any cash and/or any investments funds in the existing Collection Account to such new Collection Account and from the date such new Account. (c) The Collection Account is established, it shall be the “Collection Account.” Unless otherwise agreed by each Rating Agency, if at any time neither Citibank nor any other affiliate of Citigroup Inc. is the Servicer, the Collection Account will be moved from Citibank if then maintained therea non-interest bearing account. Funds on deposit in the Collection Account (other than investment earnings and amounts deposited Pending application pursuant to Sections 2.066.2 or 8.2 hereof, 9.02, 10.01 or 12.02) shall at the direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall be moneys held by the Trustee for the benefit of the Certificateholders. Investments of funds representing Collections collected during any Due Period shall be invested in Eligible Investments that will mature so that funds will be available at the close of business on the Transfer Date following such Due Period in amounts sufficient to make the required distributions on the following Distribution Date. Funds deposited in the Collection Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall not be paid to the Sellers, reinvested except as otherwise specified provided in any Supplementthe Forepart.

Establishment of Collection Account. The Servicer, for the benefit of the CertificateholdersTrustee and the holders of the Notes, shall establish and maintain an Eligible Account (including any subaccount thereof) in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein and other property credited thereto are held for the benefit of the Certificateholders Trustee and the holders of the Notes (the “Collection Account”). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholdersholders of the Notes. Except as expressly provided in this AgreementAgreement or the Indenture, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the TrusteeIssuer, Cartus, CRC, the Trust, any Certificateholder Trustee or any Series Enhancerholder of the Notes. If, at any time, If the Collection Account at any time ceases to be an Eligible Deposit AccountAccount then, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (of the Issuer’s or such longer periodServicer’s knowledge thereof, not to exceed 30 calendar days, as to which each Rating Agency may consent) the Issuer or the Servicer shall establish a new Collection Account meeting the conditions specified above, transfer any cash and/or any investments monies, documents, instruments, investment property, certificates of deposit and other property to such new Collection Account and from the date such new Collection Account is established, it shall be the “Collection Account.” Unless otherwise agreed . Pursuant to the authority granted to the Servicer in Section 3.02, the Servicer shall have the power, revocable by each Rating Agencythe Trustee, if at any time neither Citibank nor any other affiliate of Citigroup Inc. is to instruct the Servicer, Trustee to make withdrawals and payments from the Collection Account will be moved from Citibank if then maintained therefor the purposes of carrying out the Servicer’s duties hereunder. Funds Notwithstanding anything to the contrary in this Agreement, unless and until the Purchaser has notified the Issuer, the Servicer and the Trustee that, at the Administrative Agent’s sole discretion, it no longer consents to the following, the Servicer may instruct the Trustee to transfer funds on deposit in the Collection Account (to the Servicer, and such amounts may be commingled with other general collections of the Servicer and re-deposited in the Collection Account no later than investment earnings and amounts deposited pursuant one Business Day prior to Sections 2.06, 9.02, 10.01 or 12.02) shall at the related Distribution Date. At the written direction of the Servicer Servicer, funds on deposit in the Collection Account shall be invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholdersholders of the Notes. Investments of funds representing Pool Collections and Fee Collections collected during any Due Monthly Period shall be invested in Eligible Investments that will mature so that such funds will be available at no later than the close of business on the Transfer day preceding the monthly Distribution Date following such Due Period Monthly Period, in amounts sufficient to the extent of such funds to make the required distributions on the following such Distribution Date. Funds deposited in the Collection Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the Sellers, except Servicer as otherwise specified additional servicing compensation. The Servicer shall bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds in accordance with this Section 4.01 or for the selection of Eligible Investments in accordance with the provisions of this Agreement. The Trustee shall bear no responsibility or liability for any Supplementlosses resulting from investment of any funds at the direction of the Servicer in accordance with this Section 4.01.

Establishment of Collection Account. Deposits in Collection ------------------------------------------------------------- Account. -------- The Servicer, for the benefit Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of the Certificateholders, its own funds and general assets and shall establish and maintain in the name of the Trustee, on behalf of the Trust, one or more Collection Accounts which shall be an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “Collection Account”). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The creation of any Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held evidenced by a letter agreement in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancerform of Exhibit 5.04 attached hereto. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or A copy of such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, transfer any cash and/or any investments to such new Collection Account and from the date such new Collection Account is established, it letter agreement shall be furnished to the “Collection Account.” Unless otherwise agreed by each Rating Agency, if at any time neither Citibank nor any other affiliate of Citigroup Inc. is the Servicer, the Collection Account will be moved from Citibank if then maintained therePurchaser upon Purchaser's request. Funds on The Servicer shall deposit in the Collection Account Account, within two Business Days after receipt (or as otherwise required pursuant to this Agreement in the case of clauses (7), (8), (9) and (10) of this Section 5.04) and retain therein the following payments and collections received or made by it subsequent to each Cut-off Date, or received by it prior to the Cut-off Date but allocable to a period subsequent thereto, other than investment earnings in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date: (1) all payments on account of principal, including Principal Prepayments and Prepayment Penalties paid by the Mortgagor, on the Mortgage Loans; (2) all payments on account of interest less the related Servicing Fee on the Mortgage Loans; (3) all Liquidation Proceeds; (4) all REO Disposition Proceeds; (5) all Insurance Proceeds, including amounts required to be deposited pursuant to Sections 2.06Section 5.10, 9.02, 10.01 other than proceeds to be held in the Escrow Account and applied to the restoration or 12.02) shall at the direction repair of the Servicer Mortgaged Properties or released to the applicable Mortgagors in accordance with the Servicer's normal servicing procedures and the servicing standard set forth in Section 5.01 (1), the related Mortgages or applicable law; (6) all Condemnation Proceeds affecting any Mortgaged Property which are not released to a Mortgagor in accordance with the Servicer's normal servicing procedures and the servicing standard set forth in Section 5.01(1), the related Mortgage or applicable law; (7) any Monthly Advances (and any amounts that were held for future distribution that were used to make Monthly Advances and that are required to be invested by the Trustee in Eligible Investments selected replaced by the Servicer. All such Eligible Investments shall ) in accordance with Section 6.03; (8) any amounts required to be held deposited by the Trustee for Servicer pursuant to Section 5.16 in connection with any losses on Permitted Investments; (9) with respect to each Principal Prepayment, the benefit related Prepayment Interest Shortfall Amount (to be paid by the Servicer out of the Certificateholders. Investments of its own funds representing Collections collected during without reimbursement), subject to a maximum amount with respect to each Remittance Date as set forth in Section 6.03(3); and (10) any Due Period shall amounts required to be invested in Eligible Investments that will mature so that funds will be available at the close of business on the Transfer Date following such Due Period in amounts sufficient to make the required distributions on the following Distribution Date. Funds deposited in the Collection Account on a Transfer Date with respect pursuant to Sections 7.01 or 7.02 or otherwise pursuant to the next following Distribution Date are not required to be invested overnightterms hereof. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on The foregoing requirements for deposit in the Collection Account shall be paid exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges and assumption fees, to the Sellersextent permitted by Section 7.01, except on the Mortgage Loans need not be deposited by the Servicer in the Collection Account and shall be retained by the Servicer as otherwise specified in any Supplementadditional compensation.

Establishment of Collection Account. (a) The ServicerCollection Account. The Trustee, for the benefit of ---------------------- Certificateholders and the CertificateholdersEnhancement Providers (if any), shall establish and maintain or shall cause to be established and maintained with an Eligible Institution in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account a segregated trust account (the "Collection Account"), bearing a designation clearly ------------------ indicating that the funds deposited therein are held for the benefit of the Certificateholders and the Enhancement Providers (the “Collection Account”if any). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account (and any subaccounts and sub-subaccounts thereof) shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, Certificateholders and the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series EnhancerEnhancement Providers (if any). If, at any time, the institution holding the Collection Account (and any subaccounts and sub- subaccounts thereof) ceases to be an Eligible Deposit AccountInstitution, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or of a Responsible Officer learning of such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) event establish a new Collection Account meeting the conditions specified aboveabove with an Eligible Institution, transfer any cash and/or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be the “"Collection Account.” Unless otherwise agreed by each Rating Agency" Neither the Transferor nor the Servicer, if at any time neither Citibank nor any other affiliate of Citigroup Inc. is Person claiming by, through or under the Transferor or Servicer, shall have any right, title or interest in, or any right to withdraw any amount from, the Collection Account will be moved (and any subaccounts and sub-subaccounts thereof) except to the extent provided in this Agreement. Pursuant to the authority granted to the Servicer pursuant to Section 3.01(a), the Servicer shall have the revocable --------------- power to instruct the Trustee to make withdrawals and payments from Citibank if then maintained there. Funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 9.02, 10.01 or 12.02any subaccounts and sub-subaccounts thereof) shall at for the direction purposes of the Servicer be invested by the Trustee in Eligible Investments selected by carrying out the Servicer's, and, where applicable, the Trustee's duties hereunder. All The Trustee shall divide the Collection Account into subaccounts and sub-subaccounts. The first of such Eligible Investments subaccounts shall be held by the Trustee a subaccount established for the benefit of Certificateholders of all Series (the Certificateholders"Collection Master Subaccount"). Investments The Trustee shall also establish individual ---------------------------- subaccounts of funds representing Collections collected during any Due Period shall be invested in Eligible Investments that will mature so that funds will be available at the close of business on the Transfer Date following such Due Period in amounts sufficient to make the required distributions on the following Distribution Date. Funds deposited in the Collection Account on for each outstanding Series (each, respectively, a Transfer Date with respect to "Series Collection Subaccount" and, collectively, the next following Distribution Date are not required to be invested overnight. On each Distribution Date, all interest "Series ---------------------------- ------ Collection Subaccounts") and other investment earnings for the Transferor (net of losses and investment expenses) on funds on deposit in the "Transferor Collection Account shall be paid to the Sellers, except as otherwise specified in any Supplement.---------------------- --------------------- Subaccount"

Establishment of Collection Account. (a) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, 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 Certificateholders (Noteholders and the “Certificateholders. The Servicer shall establish the Reserve Account as part of the Collection Account”. (b) Funds on deposit in the Collection Account shall be invested (1) by the Indenture Trustee in Eligible Investments selected in writing by the Servicer or an investment manager selected by the Servicer, which investment manager shall have agreed to comply with the terms of this Agreement as it relates to investing such funds or (2) by an investment manager in Eligible Investments selected by such investment manager; provided that (A) such investment manager shall be selected by the Servicer, (B) such investment manager shall have agreed to comply with the terms of this Agreement as it relates to investing such funds, (C) any investment so selected by such investment manager shall be made in the name of the Indenture Trustee and shall be settled by a Delivery to the Indenture Trustee that complies with the terms of this Agreement as it relates to investing such funds, and (D) prior to the settlement of any investment so selected by such investment manager the Indenture Trustee shall affirm that such investment is an Eligible Investment. The Servicer initially appoints the Indenture Trustee investment manager hereunder, which the Indenture Trustee hereby accepts. It is understood and agreed that the Indenture Trustee shall not be liable for any loss arising from an investment in Eligible Investments made in accordance with this Section 5.01(b). All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and the Certificateholders, as applicable; provided, that on each Payment Determination Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be deemed to constitute a portion of the Total Distribution Amount for the related Payment Date. Other than as permitted by the Rating Agencies, funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature on or before the next Payment Date. (i) The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereofthereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Collection Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders. Except , as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancerapplicable. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Collection Account. (ii) With respect to the Trust Account and from Property, the date such new Collection Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is established, it held in deposit accounts shall be held solely in the “Collection AccountEligible Deposit Accounts, subject to the last sentence of Section 5.01(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of "Delivery" and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a securities intermediary (as such term is defined in Section 8-102 of the UCC) acting solely for the Indenture Trustee; (C) any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; and (D) any Trust Account Property that is an "uncertificated security" under Article VIII of the UCC and that is not governed by clause (C) above shall be delivered to the Indenture Trustee in accordance with paragraph (c) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee's (or its nominee's) ownership of such security.” Unless otherwise agreed (iii) The Servicer shall have the power, revocable by each Rating Agencythe Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, if at any time neither Citibank nor any other affiliate of Citigroup Inc. is to instruct the Servicer, Indenture Trustee to make withdrawals and payments from the Collection Account will be moved from Citibank if then maintained there. Funds on deposit in for the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 9.02, 10.01 or 12.02) shall at the direction purpose of permitting the Servicer be invested by to carry out its respective duties hereunder or permitting the Indenture Trustee in Eligible Investments selected by to carry out its duties under the Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders. Investments of funds representing Collections collected during any Due Period shall be invested in Eligible Investments that will mature so that funds will be available at the close of business on the Transfer Date following such Due Period in amounts sufficient to make the required distributions on the following Distribution Date. Funds deposited in the Collection Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the Sellers, except as otherwise specified in any SupplementIndenture.

Establishment of Collection Account. The Servicer, for (a) Master Servicer shall cause to be established: (i) For the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee, on behalf of the Trust, an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders 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 “Collection Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, which 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. (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. (b) Funds on deposit in the Collection Account, the Note Distribution Account and the Reserve Account (collectively, the “Trust Accounts”) shall be invested by Indenture Trustee with respect to the Trust Accounts and by the 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 the holder of a majority of the Certificates and of which the holder of a majority of the Certificates provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the holder of a majority of the Certificates, 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 Noteholders and the Certificateholders or by Owner Trustee for the benefit of Certificateholders, as applicable. 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 Payment 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 the Business Day prior to such Payment 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 the holder of a majority of the Certificates 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. If the Indenture Trustee does not receive written investment directions by 11:00 a.m. Eastern Standard Time on any Business Day, amounts collected or received from the Trust Estate on such day shall be held by the Indenture Trustee uninvested. (c) The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account Trust Accounts and in all proceeds thereofthereof (excluding investment income thereon as provided in Section 5.1(e)) and all such funds, investments and proceeds shall be part of the Owner Trust Estate. The Collection Account Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders. Except ; provided, however, the Indenture Trustee shall not be charged with any obligation for the benefit of the Certificateholders except as expressly provided in by the terms of this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, any of the Collection Trust Accounts or the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Master Servicer on its behalf) or Owner Trustee (only to the extent it has actual knowledge of such event and has received written instructions from the Master Servicer to do so), as applicable, shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency may consent) establish a new Collection Trust Account meeting the conditions specified aboveor Certificate Distribution Account, as applicable, as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Collection Trust Account and from or new Certificate Distribution Account, as applicable. In connection with the date such new foregoing, Master Servicer agrees that, in the event that the Collection Account is establishednot an account with Indenture Trustee or its designee, it Master Servicer shall notify Indenture Trustee in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (d) With respect to the Trust Account Property, Master Servicer and the Indenture Trustee agree that: (i) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts and, except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the “Collection Account.” Unless exclusive custody and control of Indenture Trustee, and, except as otherwise agreed by each Rating Agency, if at any time neither Citibank nor any other affiliate of Citigroup Inc. is the Servicer, the Collection Account will be moved from Citibank if then maintained there. Funds on deposit provided in the Collection Basic 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 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 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 designee of 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. (e) Investment earnings, net of losses, attributable to the Trust Accounts (other than the Reserve Account) shall be attributable to the Trust Account Property shall be available to pay the distributions provided for in Section 5.5, provided that investment earnings and amounts deposited pursuant to Sections 2.06, 9.02, 10.01 or 12.02) shall at the direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders. Investments of funds representing Collections collected during any Due Period shall be invested in Eligible Investments that will mature so that funds will be available at the close of business on the Transfer Date following such Due Period in amounts sufficient to make the required distributions on the following Distribution Date. Funds deposited in the Collection Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account from the Business Day prior to each Payment Date to the Payment Date shall be paid to the SellersIndenture Trustee. Effective upon Delivery of any Trust Account Property, except as otherwise specified Master Servicer shall be deemed to have represented that it has purchased such Trust Account Property for value, in good faith and without notice of any Supplementadverse claim thereto.

Establishment of Collection Account. The Servicer, for the benefit of the CertificateholdersTrustee and the holders of the Notes, shall establish and maintain an Eligible Account (including any subaccount thereof) in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein and other property credited thereto are held for the benefit of the Certificateholders Trustee and the holders of the Notes (the “Collection Account”). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholdersholders of the Notes. Except as expressly provided in this AgreementAgreement or the Indenture, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the TrusteeIssuer, CMSC, CMGFSC, the Trust, any Certificateholder Trustee or any Series Enhancerholder of the Notes. If, at any time, If the Collection Account at any time ceases to be an Eligible Deposit AccountAccount then, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (of the Issuer’s or such longer periodServicer’s knowledge thereof, not to exceed 30 calendar days, as to which each Rating Agency may consent) the Issuer or the Servicer shall establish a new Collection Account meeting the conditions specified above, transfer any cash and/or any investments monies, documents, instruments, investment property, certificates of deposit and other property to such new Collection Account and from the date such new Collection Account is established, it shall be the “Collection Account.” Unless otherwise agreed . Pursuant to the authority granted to the Servicer in Section 3.02, the Servicer shall have the power, revocable by each Rating Agencythe Trustee, if at any time neither Citibank nor any other affiliate of Citigroup Inc. is to instruct the Servicer, Trustee to make withdrawals and payments from the Collection Account will be moved from Citibank if then maintained therefor the purposes of carrying out the Servicer’s duties hereunder. Funds Notwithstanding anything to the contrary in this Agreement, unless and until the Purchaser has notified the Issuer, the Servicer and the Trustee that, at the Administrative Agent’s sole discretion, it no longer consents to the following, the Servicer may instruct the Trustee to transfer funds on deposit in the Collection Account (to the Servicer, and such amounts may be commingled with other general collections of the Servicer and redeposited in the Collection Account no later than investment earnings and amounts deposited pursuant one Business Day prior to Sections 2.06, 9.02, 10.01 or 12.02) shall at the related Distribution Date. At the written direction of the Servicer Servicer, funds on deposit in the Collection Account shall be invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholdersholders of the Notes. Investments of funds representing Pool Collections and Fee Collections collected during any Due Monthly Period shall be invested in Eligible Investments that will mature so that such funds will be available at no later than the close of business on the Transfer day preceding the monthly Distribution Date following such Due Period Monthly Period, in amounts sufficient to the extent of such funds to make the required distributions on the following such Distribution Date. Funds deposited in the Collection Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the Sellers, except Servicer as otherwise specified additional servicing compensation. The Servicer shall bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds in accordance with this Section 4.01 or for the selection of Eligible Investments in accordance with the provisions of this Agreement. The Trustee shall bear no responsibility or liability for any Supplementlosses resulting from investment of any funds at the direction of the Servicer in accordance with this Section 4.01.

Establishment of Collection Account. The ServicerServicer shall ----------------------------------- establish and maintain or cause to be established and maintained, in trust for the benefit of the Certificateholders, shall establish Certificateholders and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account (the "Collection Account"), bearing a ------------------ designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “Collection Account”)Certificateholders. The Trustee Trustee, for the benefit of the Certificateholders, shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The ; provided, however, that the Trustee hereby authorizes the Servicer and the -------- ------- Paying Agent to make deposits into and withdrawals from the Collection Account shall be under in accordance with the sole dominion and control terms of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, but in any event subject to the Servicer agrees that it shall have no right operation of setoff or banker’s lien against, and no right the next to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancerlast paragraph of Section 8.01. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 ten Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified aboveabove as an Eligible Account, transfer any cash and/or any proceeds from investments to such new Collection Account and from the date such new Collection Account is established, it shall be the “"Collection Account.” Unless otherwise agreed by each Rating Agency". The Servicer shall promptly give notice in writing to the Trustee, if at any time neither Citibank nor any other affiliate the Paying Agent, the Class A Certificateholders, and D&P of Citigroup Inc. is the Servicer, location of the Collection Account will and of any change thereof. The Servicer shall deposit all Loan Payments, Condemnation Proceeds and Net Liquidation Proceeds into the Collection Account promptly but in any event not later than the Business Day next succeeding the date of receipt thereof. The Servicer shall keep a record of all amounts so deposited. All Insurance Proceeds received by the Servicer shall be moved from Citibank deposited by the Servicer into a segregated account, which shall be an Eligible Account, not later than the Business Day next succeeding the date of receipt thereof, and held therein until disbursed in accordance with the instructions of the Servicing Advisor pursuant to Section 3.02(g)(ii) hereof. The Servicer shall keep a record of all amounts so deposited. Insurance Proceeds shall be invested by the Servicer at the direction of the Servicing Advisor in Eligible Investments. All interest and other earnings (net of losses and investment expenses) on Insurance Proceeds shall be deposited in the Collection Account upon the disbursement of such Insurance Proceeds and shall be paid to the related Borrower, if then maintained theresuch Insurance Proceeds are to be applied to repair or restoration of the related Loan Collateral, or applied in connection with the prepayment of the related Loans, if such Insurance Proceeds are to be applied as a Prepayment. Funds on deposit in the Collection Account (other than investment earnings and amounts deposited therein from the Reserve Account pursuant to Sections 2.06, 9.02, 10.01 or 12.02Section 5.02) shall at the direction of the Servicer be invested by the Trustee Servicer solely in Eligible Investments selected as directed by the ServicerServicing Advisor. All such Eligible Investments shall be held by the Trustee Servicer for the benefit of the Certificateholders. Investments of funds representing Collections collected during any Due Period Funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Transfer Business Day preceding the Distribution Date following such Due Collection Period in amounts sufficient and no Eligible Investment shall be disposed of prior to make the required distributions on the following Distribution Date. Funds deposited in the Collection Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnightits maturity. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to included in the Sellers, except as otherwise specified in any SupplementAvailable Distribution Amount for such Distribution Date.

Establishment of Collection Account. (1) The ServicerAdministrative Agent, for the benefit on behalf of the CertificateholdersSecured Parties, shall establish and maintain in the its own name of the Trustee, on behalf of the Trust, an account that is an Eligible Deposit Account (the "COLLECTION ACCOUNT") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders Administrative Agent on behalf of the Secured Parties. The Collection Account shall initially be established with the Administrative Agent, and may be on a sub-ledger of the Administrative Agent. (2) Funds on deposit in the “Collection Account and/or any other account established pursuant to Section 6.1(f)(i) (each such account, a "PLEDGED ACCOUNT"), in excess of $25,000 shall be invested by the Administrative Agent in Eligible Investments selected by the Administrative Agent in its discretion among Eligible Investments specified in standing written instructions of the Borrower, or, in the absence of such instructions, solely in the discretion of the Administrative Agent. All such Eligible Investments shall be held by the Administrative Agent for the benefit of the Secured Parties, and funds on deposit in any Pledged Account shall be invested in Eligible Investments having maturities that are determined by the Administrative Agent to be consistent with the cashflow requirements of the CP Lenders (as notified to the Administrative Agent by the Funding Agents), including availability of funds for the payment of maturing Commercial Paper, and that in any event will mature no later than the close of business on the Business Day immediately preceding the following Distribution Date. Funds deposited in a Pledged Account on the day immediately preceding a Distribution Date are required to be invested overnight. All Eligible Investments made in accordance with this subsection will be held to maturity, except to the extent otherwise required in connection with an acceleration of indebtedness pursuant to the terms of the Security Agreement. (3) All investment earnings of moneys deposited in the Pledged Accounts shall be deposited (or caused to be deposited) by the Administrative Agent in the Collection Account”), and any loss resulting from such investments shall be charged to such account. The Trustee Borrower will not direct the Administrative Agent to make any investment of any funds held in any of the Pledged Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Administrative Agent to make any such investment, if requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent an Opinion of Counsel, acceptable to the Administrative Agent, to such effect. (4) The Administrative Agent shall not in any way be held liable by reason of any insufficiency in any of the Pledged Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Administrative Agent's gross negligence or willful misconduct (PROVIDED that the foregoing shall not be deemed to relieve the Administrative Agent of any liability in its individual capacity as an issuer of any Eligible Investment for failure to make payments thereon in accordance with the terms thereof). (5) It is expressly acknowledged and agreed that the Administrative Agent is authorized hereby to direct the purchase of investments constituting Eligible Investments (i) from any Affiliate of the Administrative Agent, including securities that are underwritten, placed or dealt in by any such Affiliate and/or from management investment companies of which the Administrative Agent (in its individual capacity) or any Affiliate is an investment advisor, administrator, shareholder, servicing agent and/or custodian, or (ii) that involve the Administrative Agent (in its individual capacity) or an Affiliate of the Administrative Agent as a participant or counterparty. It is further acknowledged and agreed that the Administrative Agent (in its individual capacity) and/or such Affiliates may receive advisory fees, referral fees and other compensation in connection with such services that are distinct from the fees, charges and expenses of the Administrative Agent under or in connection with any of the Basic Agreements. (1) The Administrative Agent, on behalf of the Secured Parties, shall possess all right, title and interest in and to all funds on deposit from time to time in the Collection Account Pledged Accounts and in and to all proceeds thereofthereof and all such funds, investments, proceeds and income shall be part of the Conveyed Property. The Collection Account Except as otherwise provided herein, the Pledged Accounts shall be under the sole dominion and control of the Trustee Administrative Agent for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series EnhancerSecured Parties. If, at any time, any of the Collection Account Pledged Accounts ceases to be an Eligible Deposit Account, the Trustee Administrative Agent (or the Servicer on its behalf) shall within 10 five Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency and the Administrative Agent may consent) establish a new Collection Pledged Account meeting the conditions specified above, as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Collection Account Pledged Account. In connection with the foregoing, the Servicer agrees that, in the event that any of the Pledged Accounts are not accounts with the Administrative Agent, the Servicer shall notify the Administrative Agent in writing immediately upon any of such Pledged Accounts ceasing to be an Eligible Deposit Account. (2) With respect to the Conveyed Property, the Administrative Agent agrees and from Borrower agrees to cause that: (1) any Conveyed Property that is held in deposit accounts (within the date such new Collection Account is established, it meaning of the New York UCC) shall be held solely in Eligible Deposit Accounts; and, except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the “Collection Account.” Unless otherwise agreed by each Rating Agencyexclusive custody and control of the Administrative Agent, if at and the Administrative Agent shall have sole signature authority with respect thereto; (2) prior to "Uniform Commercial Code-Investment Securities," 1997 N.Y. Laws ch. 566 ("New York Revised Article 8") becoming effective, any time neither Citibank nor any other affiliate Conveyed Property or Collateral invested in Eligible Investments that constitutes "instruments" within the meaning of Citigroup Inc. is Section 9-105(1)(i) of the Servicer, the Collection Account will be moved from Citibank if then maintained there. Funds on deposit in the Collection Account New York UCC (other than investment earnings and amounts deposited pursuant to Sections 2.06Certificated Securities), 9.02Certificated Securities, 10.01 or 12.02) shall at "uncertificated securities" within the direction meaning of Article 8 of the Servicer New York UCC shall be delivered to the Administrative Agent in accordance with the appropriate paragraph of the definition of "Delivery"; (3) with respect to all other Conveyed Property or Collateral not listed in subparagraph (2) above, and with respect to all Conveyed Property or Collateral after New York Revised Article 8 becomes effective, any Conveyed Property or Collateral invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held delivered to the Administrative Agent by causing a financial institution then maintaining a Pledged Account (such institution being referred to as a "Pledged Accounts Securities Intermediary") to create a Security Entitlement (or a United States Securities Entitlement, when applicable) in such Pledged Account in favor of the Administrative Agent on behalf of the Secured Parties with respect to such Eligible Investment by indicating by book-entry that such Eligible Investment has been credited to such Pledged Account; (4) the Administrative Agent shall only invest in Eligible Investments which the applicable Pledged Account Securities Intermediary agrees to credit to the applicable Pledged Account; (5) any Conveyed Property or Collateral may be delivered: (i) upon the instruction of the Administrative Agent, by any additional or alternative procedures as may hereafter become appropriate, in the sole judgment of the Administrative Agent, under applicable law or regulations or the interpretation thereof to obtain and maintain a first priority perfected security interest in any such Conveyed Property or Collateral in favor of the Administrative Agent on behalf of the Secured Parties, or (ii) upon the request of the Borrower or the Servicer and the consent of the Administrative Agent, by any additional or alternative procedures that will, in the written opinion of counsel, create and maintain a first priority perfected security interest in any such Conveyed Property or Collateral in favor of the Administrative Agent on behalf of the Secured Parties. (7) The Servicer shall have the power, revocable by the Trustee Administrative Agent, to instruct the Administrative Agent to make withdrawals and payments from the Pledged Accounts for the purpose of permitting each of the Servicer and the Administrative Agent to carry out its respective duties hereunder. (8) Notwithstanding anything else contained herein, the Administrative Agent agrees that, with respect to each Pledged Account, it will cause each Securities Intermediary establishing such Pledged Account to enter into an agreement pursuant to which the Administrative Agent, for the benefit of the Certificateholders. Investments Secured Parties, shall have "control" (within the meaning of funds representing Collections collected during Section 8-106 of the New York UCC) of such Pledged Account and all securities, investment property, financial assets, investments and other property credited thereto from time to time; PROVIDED that each such agreement entered into between the Administrative Agent and any Due Period shall be invested in Eligible Investments that will mature so that funds will be available at the close of business on the Transfer Date following such Due Period in amounts sufficient to make the required distributions on the following Distribution Date. Funds deposited Securities Intermediary shall, in the Collection Account on a Transfer Date with respect opinion of special counsel to the next following Distribution Date are not required Secured Parties, be effective to be invested overnight. On each Distribution Date, all perfect by "control" (within the meaning of Section 8-106 of the New York UCC) the security interest of the Administrative Agent for the benefit of the Secured Parties in such Pledged Account and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the Sellers, except as otherwise specified in any Supplementproperty credited thereto.

Establishment of Collection Account. (a) Servicer shall establish and shall thereafter maintain with the Custodian a segregated trust account in the name of the Administrative Agent for the benefit of the Purchasers (the "Collection Account"). Any funds on deposit from time to time in the Collection Account shall be deemed held in trust for the benefit of the Purchasers. The ServicerAdministrative Agent, for the benefit of the CertificateholdersPurchasers, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “Collection Account”). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee Administrative Agent for the benefit of the CertificateholdersPurchasers. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held in the The Collection Account shall be dedicated to and used solely for any amount owed to it by the Trustee, deposit of Collections. Servicer shall not establish a new Collection Account without the Trust, any Certificateholder or any Series Enhancerprior written consent of the Administrative Agent. If, at any time, the institution holding the Collection Account ceases to be an Eligible Deposit AccountInstitution, the Trustee (or the Servicer on its behalf) shall within 10 Business Days thirty (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent30) days establish a new Collection Account meeting the conditions specified aboveabove with an Eligible Institution, and shall transfer any cash and/or any investments to such new Collection Account Account, and from the date such new Collection Account is established, it shall be the “"Collection Account.” Unless " Servicer shall have the power, revocable by the Administrative Agent upon the written direction of the Funding Agents, to make withdrawals and payments from the Collection Account in accordance with this Agreement and to instruct the Administrative Agent to make withdrawals and payments from the Collection Account for the purposes of carrying out the Servicer's or the Administrative Agent's duties hereunder. The Servicer and the Seller shall direct all Approved Takeout Investors to deposit Collections constituting proceeds of the sales of the Mortgage Loans directly to the Collection Account. All Collections constituting proceeds of the sales of the Mortgage Loans otherwise agreed remitted to the Servicer or Seller shall be remitted to the Collection Account by the Servicer as soon as practicable, but in no event later than two (2) Business Days after receipt. All Collections not constituting proceeds of the sales of the Mortgage Loans shall be held in trust by the Servicer for the benefit of the Administrative Agent until the following Remittance Date and on each Rating AgencyRemittance Date, if all such Collections, together with all Collections remitted to the Servicer pursuant to Section 5.03(v), shall be remitted by the Servicer to the Collection Account; provided that at any time neither Citibank nor any other affiliate after the occurrence and during the continuance of Citigroup Inc. is the Servicera Termination Event, all such Collections shall be remitted to the Collection Account will be moved from Citibank if then maintained there. by the Servicer as soon as practicable, but in no event later than two (2) Business Days after receipt. (b) Funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 9.02, 10.01 or 12.02) shall at the direction of the Servicer be invested by the Trustee Eligible Institution in Eligible Investments selected by in the Servicer. All such Eligible Investments shall be held by name of the Trustee Administrative Agent for the benefit of the Certificateholders. Investments of funds representing Collections collected during any Due Period shall be invested Purchasers, as directed in Eligible Investments writing by the Servicer, that will mature so that funds will or otherwise be available at the close of business for withdrawal without penalty on the Transfer Date following such Due Period in amounts sufficient to make the required distributions on the following Distribution Date. Funds deposited in the Collection Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. On each Distribution Settlement Date, with all realized interest and other investment earnings (net of losses and investment expenses) on funds on deposit to remain a part of the Collection Account. In the event that the Administrative Agent has not received written directions from the Servicer, the Administrative Agent shall invest any cash amounts in the Collection Account in Eligible Investments set forth in clause (d) of the definition thereof. The Administrative Agent shall provide to the Servicer monthly written confirmation of such investments, describing the Eligible Investments in which such amounts have been invested. Any funds in the Collection Account not so invested must be deposited by the Custodian with an Eligible Institution and insured by the FDIC to the limits established by the FDIC. Each Eligible Investment shall be paid to a "securities entitlement" within the Sellers, except as otherwise specified in any Supplementmeaning of Section 8-102(17) of the UCC.

Establishment of Collection Account. The Servicer, for the benefit of the CertificateholdersIndenture Trustee and the holders of the Notes, shall establish and maintain an Eligible Account (including any subaccount thereof) in the name of the Indenture Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein and other property credited thereto are held for the benefit of the Certificateholders Indenture Trustee and the holders of the Notes (the “Collection Account”). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Certificateholdersholders of the Notes. Except as expressly provided in this AgreementAgreement or the Indenture, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the TrusteeIssuer, CMSC, CMF, the Trust, any Certificateholder Indenture Trustee or any Series Enhancerholder of the Notes. If, at any time, If the Collection Account at any time ceases to be an Eligible Deposit AccountAccount then, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (of the Issuer’s or such longer periodServicer’s knowledge thereof, not to exceed 30 calendar days, as to which each Rating Agency may consent) the Issuer or the Servicer shall establish a new Collection Account meeting the conditions specified above, transfer any cash and/or any investments monies, documents, instruments, investment property, certificates of deposit and other property to such new Collection Account and from the date such new Collection Account is established, it shall be the “Collection Account.” Unless otherwise agreed . Pursuant to the authority granted to the Servicer in Section 3.02, the Servicer shall have the power, revocable by each Rating Agencythe Indenture Trustee, if at any time neither Citibank nor any other affiliate to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account for the purposes of Citigroup Inc. is carrying out the Servicer’s duties hereunder. At the written direction of the Servicer, the Collection Account will be moved from Citibank if then maintained there. Funds funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 9.02, 10.01 or 12.02) shall at the direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Certificateholdersholders of the Notes. Investments of funds representing Pool Collections collected during any Due Monthly Period shall be invested in Eligible Investments that will mature so that such funds will be available at no later than the close of business on the Transfer day preceding the monthly Distribution Date following such Due Period Monthly Period, in amounts sufficient to the extent of such funds to make the required distributions on the following such Distribution Date. Funds deposited in the Collection Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the Sellers, except Servicer as otherwise specified additional servicing compensation. The Servicer shall bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds in any Supplementaccordance with this Section 4.01 or for the selection of Eligible Investments in accordance with the provisions of this Agreement.

Establishment of Collection Account. The Servicer, for the benefit of the Certificateholders, Trustee shall establish and maintain in the name of the Trustee, on behalf Trustee for the benefit of the TrustSecured Parties, or cause to be established and maintained, an Eligible Deposit Account account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “Collection Account”)Secured Parties. The Trustee shall possess all right, title and interest in all funds moneys, instruments, securities and other property on deposit from time to time in the Collection Account and in all the proceeds thereofthereof for the benefit of the Secured Parties. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the CertificateholdersSecured Parties. Except The Collection Account shall be maintained (i) with a Qualified Institution or (ii) as expressly provided in this Agreement, a segregated trust account with the Servicer agrees that it shall have no right corporate trust department of setoff a depository institution or banker’s lien against, trust company having corporate trust powers and no right to otherwise deduct from, any acting as trustee for funds held deposited in the Collection Account for any amount owed to it by the TrusteeAccount; provided that, the Trust, any Certificateholder or any Series Enhancer. If, if such account is not a segregated trust account and is maintained with a Qualified Institution and at any timetime such Qualified Institution fails to satisfy the definition of Qualified Institution, the Collection Account ceases to be an Eligible Deposit Account, then the Trustee (or the Servicer on its behalf) shall shall, within 10 Business Days (or of such longer periodfailure, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting with a new Qualified Institution or a new segregated trust account with the conditions specified above, transfer any cash and/or any investments to such corporate trust department of a depository institution or trust company having corporate trust powers and acting as trustee for funds deposited in the Collection Account. In connection with the establishment of a new Collection Account and from pursuant to the date such preceding sentence, the Trustee shall transfer into the new Collection Account is established, it shall be all cash and investments from the “non-qualifying Collection Account.” Unless otherwise agreed by each Rating Agency, if at any time neither Citibank nor any other affiliate of Citigroup Inc. is the Servicer. Initially, the Collection Account will be moved from Citibank if then maintained thereestablished with The Bank of New York. Funds on deposit in For all purposes hereunder and for the avoidance of doubt, the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 9.02, 10.01 or 12.02) shall at the direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held by the Trustee has been established solely for the benefit of the Certificateholders. Investments Group I Noteholders and, in connection with the issuance of funds representing Collections collected during any Due Period shall be invested in Eligible Investments that a Segregated Series of Notes, the Trustee or ARG will mature so that funds will be available at establish with the close of business on the Transfer Date following such Due Period in amounts sufficient to make the required distributions on the following Distribution Date. Funds deposited in the Collection Account on Trustee a Transfer Date separate and segregated trust account with respect to collections under the next following Distribution Date are not required Group-Specific Collateral related to be invested overnight. On each Distribution Datesuch Segregated Series of Notes as contemplated by Section 2.3(b) (such account, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the “Group-Specific Collection Account shall be paid to the Sellers, except as otherwise specified in any SupplementAccount”).

Establishment of Collection Account. Deposits in Collection ------------------------------------------------------------- Account. ------- The Servicer, for the benefit Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of the Certificateholders, its own funds and general assets and shall establish and maintain one or more Collection Accounts, in the name form of the Trustee, on behalf of the Trust, time deposit or demand accounts. Each custodial Account shall be an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “Collection Account”). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The creation of any Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held evidenced by a certification in the Collection Account for any amount owed to it by form of Exhibit 5.04-1 attached hereto, in the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Collection Account ceases to be case of an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, transfer any cash and/or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be the “Collection Account.” Unless otherwise agreed by each Rating Agency, if at any time neither Citibank nor any other affiliate of Citigroup Inc. is account established with the Servicer, the Collection Account will be moved from Citibank if then maintained there. Funds on deposit or a letter agreement in the Collection Account (form of Exhibit 5.04-2 attached hereto, in the case of an account held by a depository other than investment earnings and amounts deposited pursuant to Sections 2.06, 9.02, 10.01 or 12.02) shall at the direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer. All In either case, a copy of such Eligible Investments certification or letter agreement shall be held by furnished to the Trustee for the benefit of the CertificateholdersPurchaser. Investments of funds representing Collections collected during any Due Period The Servicer shall be invested in Eligible Investments that will mature so that funds will be available at the close of business on the Transfer Date following such Due Period in amounts sufficient to make the required distributions on the following Distribution Date. Funds deposited deposit in the Collection Account on a Transfer Date with respect daily basis, within two Business Days after receipt (or as otherwise required pursuant to this Agreement in the case of clauses (8), (9) and (10) of this Section 5.04) and retain therein the following payments and collections received or made by it subsequent to each Funding Date, or received by it prior to the next following Distribution Funding Date are not but allocable to a period subsequent thereto, other than in respect of principal and interest on the Mortgage Loans due on or before the Funding Date: (1) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (2) all payments on account of interest on the Mortgage Loans; (3) all Liquidation Proceeds; (4) all REO Proceeds; (5) all Insurance Proceeds, including amounts required to be invested overnightdeposited pursuant to Sections 5.10 and 5.11, other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Properties or released to the applicable Mortgagors in accordance with the Servicer's normal servicing procedures, the related Mortgages or applicable law; (6) all Condemnation Proceeds affecting any Mortgaged Property which are not released to a Mortgagor in accordance with the Servicer's normal servicing procedures, the related Mortgage or applicable law; (7) any Monthly Advances in accordance with Section 6.03; (8) any amounts required to be deposited by the Servicer pursuant to Section 5.11 in connection with the deductible clause in any blanket hazard insurance policy, such deposit to be made from the Servicer's own funds without reimbursement therefor; (9) any amounts required to be deposited by the Servicer pursuant to Section 5.16 in connection with any losses on Permitted Investments; and (10) any amounts required to be deposited in the Collection Account pursuant to Sections 7.01 or 7.02 or otherwise pursuant to the terms hereof. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on The foregoing requirements for deposit in the Collection Account shall be paid exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges and assumption fees, to the Sellersextent permitted by Section 7.01, except need not be deposited by the Servicer in the Collection Account and shall be retained by the Servicer as otherwise specified in any Supplementadditional compensation.

Establishment of Collection Account. (a) The ServicerOwner Trustee, for the benefit of the Certificateholders, shall establish and maintain maintain, or shall cause to be established and maintained, in the name of the Trustee, on behalf of the Trust, an Trust Eligible Deposit Account Accounts (the "Trust Accounts"), bearing a designation clearly indicating that the funds deposited therein are held by the Trust for the benefit of the Certificateholders Certificateholders, in each case in accordance with Section 4.01 in the Sale and Servicing Agreement. (b) Subject to Section 5.01(b), the “Collection Account”). The Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account Trust Accounts and in all proceeds thereof. The Collection Except as otherwise expressly provided herein, each Trust Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Collection a Trust Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Servicer Administrator on its behalfbehalf of the Owner Trustee, if the Collection Account is not then held by the Owner Trustee or an affiliate thereof) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection equivalent Trust Account meeting the conditions specified above, as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be the “Collection Trust Account.” Unless otherwise agreed by each Rating Agency, if at any time neither Citibank nor any other affiliate of Citigroup Inc. is the Servicer (c) Concurrently with, the Collection Account will be moved from Citibank if then maintained there. Funds on deposit in the Collection Account (other than investment earnings execution and amounts deposited delivery of any Indenture pursuant to Sections 2.06which a series of Notes is issued, 9.02the Owner Trustee shall establish and maintain, 10.01 or 12.02) shall cause to be established and maintained, at the direction of the Servicer Depositor, new Trust Accounts in the name of and under the control of the related Indenture Trustee for the benefit of the Securityholders, in each case in accordance with Section 4.01 of the Sale and Servicing Agreement. The Owner Trustee shall thereupon promptly transfer any cash and/or investments then on deposit in the equivalent Trust Accounts maintained by it pursuant to Section 5.01(a) to the newly established Trust Accounts on the terms and conditions set forth in such Indenture. The Indenture Trustee will be invested by obligated to transfer back to the equivalent Trust Accounts established pursuant to Section 5.01(a) all funds or investments held or to be held in the Trust Accounts established pursuant to this Section 5.01(b) on the Distribution Date on which the Notes of all Classes have been paid in full or the Indenture is otherwise terminated (excluding any amounts to be retained for distribution in respect of Notes that are not promptly delivered for payment on such Distribution Date), and to take all necessary or appropriate actions to transfer all right, title and interest of the Indenture Trustee in Eligible Investments selected by such funds or investments and all proceeds thereof, to the Servicer. All such Eligible Investments shall be held by the Owner Trustee for the benefit of the Certificateholders. Investments of funds representing Collections collected during any Due Period shall be invested in Eligible Investments that will mature so that funds will be available at the close of business on the Transfer Date following such Due Period in amounts sufficient to make the required distributions on the following Distribution Date. Funds deposited in the Collection Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the Sellers, except as otherwise specified in any Supplement.

Establishment of Collection Account. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “Collection Account”). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, transfer any cash and/or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be the “Collection Account.” ”. Unless otherwise agreed by each Rating Agency, if at any time neither Citibank (South Dakota) nor any other affiliate of Citigroup Inc. Citicorp is the Servicer, the Collection Account will be moved from Citibank (South Dakota) if then maintained there. Funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 9.02, 10.01 or 12.02) shall at the direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders. Investments of funds representing Collections collected during any Due Period shall be invested in Eligible Investments that will mature so that funds will be available at the close of business on the Transfer Date following such Due Period in amounts sufficient to make the required distributions on the following Distribution Date. Funds deposited in the Collection Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the Sellers, except as otherwise specified in any Supplement.

Establishment of Collection Account. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “"Collection Account”"). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereofthereof for the benefit of the Certificateholders. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, transfer any cash and/or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be the “"Collection Account.” Unless otherwise agreed ". Pursuant to the authority granted to the Servicer in subsection 3.01(b), the Servicer shall have the power, revocable by each Rating Agencythe Trustee, if at any time neither Citibank nor any other affiliate of Citigroup Inc. is the Servicer, to make withdrawals and payments from the Collection Account will be moved and to instruct the Trustee to make withdrawals and payments from Citibank if then maintained therethe Collection Account for the purposes of carrying out the Servicer's or the Trustee's duties hereunder. The Servicer shall reduce deposits into the Collection Account payable by the Seller on any Deposit Date to the extent the Seller is entitled to receive funds from the Collection Account on such Deposit Date, but only to the extent such reduction would not reduce the Seller's Participation Amount to an amount less than zero. Funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 9.02, 10.01 or 12.02) shall at the direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders. Investments of funds representing Collections collected during any Due Period shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the each monthly Transfer Date following such Due Period in amounts sufficient to the extent of such funds to make the required distributions on the following Distribution Date. Until all Series of Certificates have been paid in full, the Trustee shall not liquidate such Eligible Investments prior to their scheduled maturity, unless the Rating Agency Condition shall have been satisfied. Funds deposited in the Collection Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the SellersSeller, except as otherwise specified in any Supplement. The Trustee shall bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds in accordance with this Section 4.02.

Establishment of Collection Account. The Servicer, for the benefit of the CertificateholdersIndenture Trustee and the holders of the Notes, shall establish and maintain an Eligible Account (including any subaccount thereof) in the name of the Indenture Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein and other property credited thereto are held for the benefit of the Certificateholders Indenture Trustee and the holders of the Notes (the “Collection Account”"COLLECTION ACCOUNT"). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Certificateholdersholders of the Notes. Except as expressly provided in this AgreementAgreement or the Indenture, the Servicer agrees that it shall have no right of setoff or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the TrusteeIssuer, CMSC, CMF, the Trust, any Certificateholder Indenture Trustee or any Series Enhancerholder of the Notes. If, at any time, If the Collection Account at any time ceases to be an Eligible Deposit AccountAccount then, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (of the Issuer's or such longer periodServicer's knowledge thereof, not to exceed 30 calendar days, as to which each Rating Agency may consent) the Issuer or the Servicer shall establish a new Collection Account meeting the conditions specified above, transfer any cash and/or any investments monies, documents, instruments, investment property, certificates of deposit and other property to such new Collection Account and from the date such new Collection Account is established, it shall be the “Collection Account.” Unless otherwise agreed . Pursuant to the authority granted to the Servicer in Section 3.02, the Servicer shall have the power, revocable by each Rating Agencythe Indenture Trustee, if at any time neither Citibank nor any other affiliate to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account for the purposes of Citigroup Inc. is carrying out the Servicer's duties hereunder. At the written direction of the Servicer, the Collection Account will be moved from Citibank if then maintained there. Funds funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 9.02, 10.01 or 12.02) shall at the direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Certificateholdersholders of the Notes. Investments of funds representing Pool Collections collected during any Due Monthly Period shall be invested in Eligible Investments that will mature so that such funds will be available at no later than the close of business on the Transfer day preceding the monthly Distribution Date following such Due Period Monthly Period, in amounts sufficient to the extent of such funds to make the required distributions on the following such Distribution Date. Funds deposited in the Collection Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the Sellers, except Servicer as otherwise specified additional servicing compensation. The Servicer shall bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds in any Supplementaccordance with this Section 4.01 or for the selection of Eligible Investments in accordance with the provisions of this Agreement.

Establishment of Collection Account. (a) The ServicerCollection Account. The Trustee, for the benefit of ---------------------- Certificateholders and the CertificateholdersEnhancement Providers (if any), shall establish and maintain or shall cause to be established and maintained with an Eligible Institution in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account a segregated trust account (the "Collection Account"), bearing a designation clearly ------------------ indicating that the funds deposited therein are held for the benefit of the Certificateholders and the Enhancement Providers (the “Collection Account”if any). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account (and any subaccounts and sub-subaccounts thereof) shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, Certificateholders and the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series EnhancerEnhancement Providers (if any). If, at any time, the institution holding the Collection Account (and any subaccounts and sub- subaccounts thereof) ceases to be an Eligible Deposit AccountInstitution, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or of a Responsible Officer learning of such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) event establish a new Collection Account meeting the conditions specified aboveabove with an Eligible Institution, transfer any cash and/or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be the “"Collection Account.” Unless otherwise agreed by each Rating Agency" Neither the Transferor nor the Servicer, if at any time neither Citibank nor any other affiliate of Citigroup Inc. is Person claiming by, through or under the Transferor or Servicer, shall have any right, title or interest in, or any right to withdraw any amount from, the Collection Account will be moved (and any subaccounts and sub-subaccounts thereof) except to the extent provided in this Agreement. Pursuant to the authority granted to the Servicer pursuant to Section 3.01(a), the Servicer shall have the revocable --------------- power to instruct the Trustee to make withdrawals and payments from Citibank if then maintained there. Funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 9.02, 10.01 or 12.02any subaccounts and sub-subaccounts thereof) shall at for the direction purposes of the Servicer be invested by the Trustee in Eligible Investments selected by carrying out the Servicer's, and, where applicable, the Trustee's duties hereunder. All The Trustee shall divide the Collection Account into subaccounts and sub-subaccounts. The first of such Eligible Investments subaccounts shall be held by the Trustee a subaccount established for the benefit of Certificateholders of all Series (the Certificateholders"Collection Master Subaccount"). Investments The ---------------------------- Trustee shall also establish individual subaccounts of funds representing Collections collected during any Due Period shall be invested in Eligible Investments that will mature so that funds will be available at the close of business on the Transfer Date following such Due Period in amounts sufficient to make the required distributions on the following Distribution Date. Funds deposited in the Collection Account on for each outstanding Series (each, respectively, a Transfer Date "Series Collection ----------------- Subaccount" and, collectively, the "Series Collection Subaccounts") and for the ---------- ----------------------------- Transferor (the "Transferor Collection Subaccount"). For administrative purposes -------------------------------- only, the Trustee shall establish or cause to be established for each Series, so long as such Series is an outstanding Series, sub-subaccounts of the Series Collection Subaccount with respect to such Series (respectively, the next following Distribution Date "Series ------ Principal Collection Sub-subaccount" and "Series Non-Principal Collection Sub- ----------------------------------- ------------------------------------ subaccount"). The Trustee may also establish for each Series any additional ---------- Series Collection Sub-subaccounts which are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit set forth in the Collection Account shall be paid to the Sellers, except as otherwise specified in any related Supplement.

Establishment of Collection Account. (a) The ServicerServicer shall cause to be established and maintained with the Paying Agent, in the name of the Paying Agent on behalf of the Indenture Trustee for the benefit of the CertificateholdersNoteholders, shall establish the Equity Certificateholder and maintain in the name of the Trusteeany Series Enhancer, on behalf of the Trust, an Eligible Deposit a segregated non-interest bearing account that is a Qualified Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders Indenture Trustee on behalf of the Noteholders, the Equity Certificateholder and any Series Enhancer (the “Collection Account”). Where the Indenture or any Indenture Supplement employs the term “Collection Account” such reference shall implicitly refer to the “Collection Account”, unless explicitly otherwise provided. The Indenture Trustee shall possess all right, title and interest in all funds on monies, instruments, investment property, documents, certificates of deposit and other property credited from time to time in to the Collection Account and in all proceeds thereof. proceeds, earnings, income, revenue, dividends and distributions thereof for the benefit of the Noteholders, the Equity Certificateholder and any Series Enhancer. (b) The Collection Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the CertificateholdersNoteholders, the Equity Certificateholder and any Series Enhancer. Except as expressly provided in this Indenture and the Transfer and Servicing Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds and other property held in the Collection Account for any amount owed to it by the Indenture Trustee, the TrustTransferor, the Issuer, any Certificateholder Noteholder or any Series Enhancer. If, at any time, the Collection Account ceases to be an Eligible Deposit a Qualified Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 ten (10) Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, transfer any cash and/or any investments monies, documents, instruments, investment property, certificates of deposit and other property to such new Collection Account and from the date such new Collection Account is established, it shall be the “Collection Account.” Unless otherwise agreed Pursuant to the authority granted to the Servicer in Section 3.01(b) of the Transfer and Servicing Agreement, the Servicer shall have the power revocable by each Rating Agencythe Issuer, if at any time neither Citibank nor any other affiliate of Citigroup Inc. is to instruct the Servicer, Paying Agent to make withdrawals and payments from the Collection Account will be moved for the purposes of carrying out the Servicer’s or the Indenture Trustee’s duties hereunder and under the Transfer and Servicing Agreement, as applicable. The Servicer shall reduce deposits into the Collection Account payable by the Transferor on any Deposit Date to the extent the Transferor is entitled to receive funds from Citibank if then maintained there. the Collection Account on such Deposit Date, but only to the extent such reduction would not reduce the Transferor Amount to an amount less than the Minimum Transferor Amount. (c) Funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 9.02, 10.01 Section 7.01 of the Transfer and Servicing Agreement or 12.02Section 11.2(b) of this Indenture) shall at the written direction of the Servicer be invested by the Trustee Paying Agent in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held by the Trustee Paying Agent for the benefit of the CertificateholdersNoteholders pursuant to Section 6.15. Investments of funds representing Collections collected during any Due Collection Period shall be invested in Eligible Investments that will mature so that such funds will be available at no later than the close of business on the Business Day immediately preceding each monthly Transfer Date following such Due Collection Period in amounts sufficient to the extent of such funds to make the required distributions on the following Distribution Payment Date. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Indenture Trustee may sell, liquidate or dispose of any such Eligible Investment before its maturity, at the written direction of the Servicer, if such sale, liquidation or disposal would not result in a loss of all or part of the principal portion of such Eligible Investment or if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment. Funds deposited in the Collection Account on a Transfer Date with respect to the next following Distribution immediately succeeding Payment Date are shall not required to be invested overnight. On each Distribution Payment Date, all interest and other any investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the SellersTransferor, except as otherwise specified in any Indenture Supplement. The Indenture Trustee shall bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds in accordance with this Section 8.3 or for the selection of Eligible Investments in accordance with the provisions of this Indenture and any Indenture Supplement. (d) The Indenture Trustee shall: (i) hold each Eligible Investment that constitutes investment property through a Securities Intermediary in accordance with Section 6.15 hereof; and (ii) maintain possession of each other Eligible Investment not described in clause (i) above.

Establishment of Collection Account. The Servicer, for the benefit of the Certificateholders, Trustee shall establish and maintain in the name of the Trustee, on behalf Trustee for the benefit of the TrustSecured Parties, or cause to be established and maintained, an Eligible Deposit Account account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “Collection Account”)Secured Parties. The Trustee shall possess all right, title and interest in all funds moneys, instruments, securities and other property on deposit from time to time in the Collection Account and in all the proceeds thereofthereof for the benefit of the Secured Parties. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the CertificateholdersSecured Parties. Except The Collection Account shall be maintained (i) with a Qualified Institution or (ii) as expressly provided in this Agreement, a segregated trust account with the Servicer agrees that it shall have no right corporate trust department of setoff a depository institution or banker’s lien against, trust company having corporate trust powers and no right to otherwise deduct from, any acting as trustee for funds held deposited in the Collection Account for any amount owed to it by the TrusteeAccount; provided that, the Trust, any Certificateholder or any Series Enhancer. If, if such account is not a segregated trust account and is maintained with a Qualified Institution and at any timetime such Qualified Institution fails to satisfy the definition of Qualified Institution, the Collection Account ceases to be an Eligible Deposit Account, then the Trustee (or the Servicer on its behalf) shall shall, within 10 Business Days (or of such longer periodfailure, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting with a new Qualified Institution or a new segregated trust account with the conditions specified above, transfer any cash and/or any investments to such corporate trust department of a depository institution or trust company having corporate trust powers and acting as trustee for funds deposited in the Collection Account. In connection with the establishment of a new Collection Account and from pursuant to the date such preceding sentence, the Trustee shall transfer into the new Collection Account is established, it shall be all cash and investments from the “non-qualifying Collection Account.” Unless otherwise agreed by each Rating Agency, if at any time neither Citibank nor any other affiliate of Citigroup Inc. is the Servicer. Initially, the Collection Account will be moved from Citibank if then maintained thereestablished with The Bank of New York. Funds on deposit in For all purposes hereunder and for the avoidance of doubt, the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 9.02, 10.01 or 12.02) shall at the direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held by the Trustee has been established solely for the benefit of the Certificateholders. Investments Group I Noteholders, and in connection with the issuance of funds representing Collections collected during any Due Period shall be invested in Eligible Investments that a Segregated Series of Notes, the Issuer will mature so that funds will be available at establish with the close of business on the Transfer Date following such Due Period in amounts sufficient to make the required distributions on the following Distribution Date. Funds deposited in the Collection Account on Trustee a Transfer Date separate and segregated trust account with respect to collections under the next following Distribution Date are not required Series-Specific Collateral related to be invested overnight. On each Distribution Date, all interest and other investment earnings (net such Segregated Series of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the Sellers, except Notes as otherwise specified in any Supplementcontemplated by Section 2.3(b).

Establishment of Collection Account. The ServicerTrustee has established and shall maintain, or cause to be maintained, in the name of the Trustee for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the TrustSecured Parties, an Eligible Deposit Account account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “Collection Account”)Secured Parties. The Trustee shall possess all right, title and interest in all funds moneys, instruments, securities and other property on deposit from time to time in the Collection Account and in all proceeds thereofthe Proceeds thereof for the benefit of the Secured Parties. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the CertificateholdersSecured Parties. Except The Collection Account shall be maintained (i) with a Qualified Institution, or (ii) as expressly provided in this Agreement, a segregated trust account with the Servicer agrees that it shall have no right corporate trust department of setoff a depository institution or banker’s lien against, trust company having corporate trust powers and no right to otherwise deduct from, any acting as trustee for funds held deposited in the Collection Account for any amount owed to it by the TrusteeAccount; provided that, the Trust, any Certificateholder or any Series Enhancer. If, if at any timetime such Qualified Institution is no longer a Qualified Institution or the credit rating of any securities issued by such depository institution or trust company shall be reduced to below “BBB” by S&P or “Baa3” by Mxxxx’x, the Collection Account ceases to be an Eligible Deposit Account, then the Trustee (or the Servicer on its behalf) shall within 10 Business Days thirty (or 30) days of such longer periodreduction, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting with a new Qualified Institution. If the conditions specified aboveCollection Account is not maintained in accordance with the previous sentence, transfer any cash and/or any investments to then within ten (10) Business Days after obtaining knowledge of such fact, the Trustee shall establish a new Collection Account which complies with such sentence and from transfer into the date such new Collection Account is established, it shall be all cash and investments from the “non-qualifying Collection Account.” Unless otherwise agreed by each Rating Agency, if at any time neither Citibank nor any other affiliate . As of Citigroup Inc. is the Servicerdate hereof, the Collection Account will be moved from Citibank if then maintained therehas been established with The Bank of New York, as successor to Hxxxxx Trust and Savings Bank. Funds on deposit in The Bank of New York, as successor to Hxxxxx Trust and Savings Bank, is party to an agreement pursuant to which it has agreed to comply with orders issued by the Trustee directing the transfer or redemption of any security or other financial asset credited to the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 9.02, 10.01 or 12.02) shall at the direction without consent of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders. Investments of funds representing Collections collected during any Due Period shall be invested in Eligible Investments that will mature so that funds will be available at the close of business on the Transfer Date following such Due Period in amounts sufficient to make the required distributions on the following Distribution Date. Funds deposited in the Collection Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the Sellers, except as otherwise specified in any SupplementCRCF.

Establishment of Collection Account. Deposits in Collection Account ----------- ------------------------------------------------------------------- (a) The Servicer, for the benefit of the Certificateholders, Servicer shall establish and maintain a Collection Account, (the "Collection Account"), which may be interest bearing, titled "Advanta Mortgage Corp. USA in trust for the Owner". (b) The Servicer shall deposit in the Collection Account within two (2) Business Days of receipt, and retain therein the following payments and collections received or made with respect to the Mortgage Loans: (i) all principal collections, including Principal Prepayments; (ii) all interest collections; (iii) all Liquidation Proceeds net of expenses; (iv) all proceeds received by the Servicer under any Insurance Policy, other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Borrower in accordance with Accepted Servicing Practices; and (v) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Borrower in accordance with Accepted Servicing Practices; and (vi) any amounts required to be deposited in the Collection Account pursuant to this Agreement. (c) The Servicer may invest all or a portion of the funds in the Collection Account in Permitted Investments in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held Servicer in trust for the benefit of the Certificateholders (the “Collection Account”)Owner. The Trustee Servicer shall possess receive as Additional Servicing Compensation all rightincome and gain realized from any such Permitted Investment. If any principal losses are incurred in respect of any Permitted Investments, title Servicer shall reimburse and interest in all restore to the Collection Account the amount of any such principal losses out of Servicer's own funds on deposit from time immediately as realized. Notwithstanding the foregoing, Servicer's right to time invest funds in the Collection Account and shall in all proceeds thereof. The Collection Account shall no way limit the rights of Servicer to be under the sole dominion and control of the Trustee compensated for the benefit of the Certificateholders. Except its services as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held . (d) The requirements in the Collection Account this Section 4.4 for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, transfer any cash and/or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be the “Collection Account.” Unless otherwise agreed by each Rating Agency, if at any time neither Citibank nor any other affiliate of Citigroup Inc. is the Servicer, the Collection Account will be moved from Citibank if then maintained there. Funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 9.02, 10.01 or 12.02) shall at the direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders. Investments of funds representing Collections collected during any Due Period shall be invested in Eligible Investments that will mature so that funds will be available at the close of business on the Transfer Date following such Due Period in amounts sufficient to make the required distributions on the following Distribution Date. Funds deposited in the Collection Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to exclusive, it being understood and agreed that, without limiting the Sellersgenerality of the foregoing, except as otherwise specified payments in any Supplementthe nature of assumption processing charges, modification charges, demand fees, insufficient funds fees and reconveyance fees need not be deposited by the Servicer in the Collection Account.

Establishment of Collection Account. The ----------------------------------------- Servicer, for the benefit of the CertificateholdersIndenture Trustee and the holders of the Notes, shall establish and maintain with the Indenture Trustee a Qualified Account (including any subaccount thereof) in the name of the Indenture Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein and other property credited thereto are held for the benefit of the Certificateholders Issuer and the holders of the Notes (the “"Collection Account”"). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. ------------------ The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the CertificateholdersIndenture Trustee. Except as expressly provided in this AgreementAgreement or the Indenture, the Servicer agrees that it shall have no right of setoff or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the TrusteeIssuer, the TrustOriginator, any Certificateholder the Seller, the Transferor, the Indenture Trustee or any Series Enhancerholder of the Notes. If, at any time, If the Collection Account at any time ceases to be an Eligible Deposit AccountQualified Account then, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (of the Issuer's or such longer periodServicer's knowledge thereof, not to exceed 30 calendar days, as to which each Rating Agency may consent) the Issuer or the Servicer shall establish a new Collection Account meeting the conditions specified above, transfer any cash and/or any investments monies, documents, instruments, investment property, certificates of deposit and other property to such new Collection Account and from the date such new Collection Account is established, it shall be the “Collection Account.” Unless otherwise agreed . Pursuant to the authority granted to the Servicer in Section 3.02, the Servicer shall have the power, revocable by each Rating Agencythe ------------ Indenture Trustee at the direction of the Majority Noteholders, if at any time neither Citibank nor any other affiliate to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account for the purposes of Citigroup Inc. is carrying out the Servicer's duties hereunder. At the written direction of the Servicer, the Collection Account will be moved from Citibank if then maintained there. Funds funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 9.02, 10.01 or 12.02) shall at the direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the CertificateholdersIssuer and the holders of the Notes. Investments of funds representing Collections collected during any Due Monthly Period shall be invested in Eligible Investments that will mature so that such funds will be available at no later than the close of business on the Transfer day preceding the monthly Payment Date following such Due Period Monthly Period, in amounts sufficient to the extent of such funds to make the required distributions on the following Distribution such Payment Date. Funds deposited in the Collection Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. On each Distribution Payment Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the Sellers, except Servicer as otherwise specified additional servicing compensation. The Servicer shall bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds in any Supplementaccordance with this Section 4.02 or for the ------------ selection of Eligible Investments in accordance with the provisions of this Agreement.

Establishment of Collection Account. (a) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, 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 Certificateholders (Noteholders and the “Certificateholders. The Servicer shall establish the Reserve Account as part of the Collection Account”. (b) Funds on deposit in the Collection Account shall be invested (1) by the Indenture Trustee in Eligible Investments selected in writing by the Servicer or an investment manager selected by the Servicer, which investment manager shall have agreed to comply with the terms of this Agreement as it relates to investing such funds or (2) by an investment manager in Eligible Investments selected by such investment manager; provided that (A) such investment manager shall be selected by the Servicer, (B) such investment manager shall have agreed to comply with the terms of this Agreement as it relates to investing such funds, (C) any investment so selected by such investment manager shall be made in the name of the Indenture Trustee and shall be settled by a Delivery to the Indenture Trustee that complies with the terms of this Agreement as it relates to investing such funds, and (D) prior to the settlement of any investment so selected by such investment manager the Indenture Trustee shall affirm that such investment is an Eligible Investment. The Servicer initially appoints the Indenture Trustee investment manager hereunder, which the Indenture Trustee hereby accepts. It is understood and agreed that the Indenture Trustee shall not be liable for any loss arising from an investment in Eligible Investments made in accordance with this Section 5.01(b). All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and the Certificateholders, as applicable; provided, that on each Payment Determination Date all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be deemed to constitute a portion of the Interest Distribution Amount for the related Distribution Date. Other than as permitted by the Rating Agencies, funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature (1) not later than the Business Day immediately preceding the next Distribution Date or (2) on such next Distribution Date if either (x) such investment is held in the corporate trust department of the institution with which the Collection Account is then maintained and is invested either in a time deposit of the Indenture Trustee rated at least A-1 by Standard & Poor's and P-1 by Moody's (such account being maintained within the corporate trust department of the Indenture Trustee) or in the Indenture Trustee's common trust fund so long as such fund is rated in the highest applicable rating category by Standard & Poor's and Moody's or (y) the Indenture Trustee (so long as the short-term unsecured debt obligations of the Indenture Trustee are either (i) rated at least P-1 by Moody's and A-1 by Standard & Poor's on the date such investment is made or (ii) guaranteed by an entity whose short-term unsecured debt obligations are rated at least P-1 by Moody's and A-1 by Standard & Poor's on the date such investment is made) has agreed to advance funds on such Distribution Date in the amount payable on such investment on such Distribution Date pending receipt thereof to the extent necessary to make distributions on such Distribution Date. The guarantee referred to in clause (y) of the preceding sentence shall be subject to the Rating Agency Condition. For the purpose of the foregoing, unless the Indenture Trustee affirmatively agrees in writing to make such advance with respect to such investment prior to the time an investment is made, it shall not be deemed to have agreed to make such advance. Funds deposited in the Collection Account on a day which immediately precedes a Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight. (i) The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereofthereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Collection Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders. Except , as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancerapplicable. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Collection Account. (ii) With respect to the Trust Account and from Property, the date such new Collection Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is established, it held in deposit accounts shall be held solely in the “Collection AccountEligible Deposit Accounts, subject to the last sentence of Section 5.01(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of "Delivery" and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a securities intermediary (as such term is defined in Section 8-102 of the UCC) acting solely for the Indenture Trustee; (C) any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; and (D) any Trust Account Property that is an "uncertificated security" under Article VIII of the UCC and that is not governed by clause (C) above shall be delivered to the Indenture Trustee in accordance with paragraph (c) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee's (or its nominee's) ownership of such security.” Unless otherwise agreed (iii) The Servicer shall have the power, revocable by each Rating Agencythe Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, if at any time neither Citibank nor any other affiliate of Citigroup Inc. is to instruct the Servicer, Indenture Trustee to make withdrawals and payments from the Collection Account will be moved from Citibank if then maintained there. Funds on deposit in for the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 9.02, 10.01 or 12.02) shall at the direction purpose of permitting the Servicer be invested by to carry out its respective duties hereunder or permitting the Indenture Trustee in Eligible Investments selected by to carry out its duties under the Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders. Investments of funds representing Collections collected during any Due Period shall be invested in Eligible Investments that will mature so that funds will be available at the close of business on the Transfer Date following such Due Period in amounts sufficient to make the required distributions on the following Distribution Date. Funds deposited in the Collection Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the Sellers, except as otherwise specified in any SupplementIndenture.

Establishment of Collection Account. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “"Collection Account”"). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, transfer any cash and/or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be the “"Collection Account.” ". Unless otherwise agreed by each Rating Agency, if at any time neither Citibank (South Dakota) nor any other affiliate of Citigroup Inc. Citicorp is the Servicer, the Collection Account will be moved from Citibank (South Dakota) if then maintained there. Funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 9.02, 10.01 or 12.02) shall at the direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders. Investments of funds representing Collections collected during any Due Period shall be invested in Eligible Investments that will mature so that funds will be available at the close of business on the Transfer Date following such Due Period in amounts sufficient to make the required distributions on the following Distribution Date. Funds deposited in the Collection Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the Sellers, except as otherwise specified in any Supplement.

Establishment of Collection Account. AUTHORITY OF THE TRUSTEE IN RESPECT OF THE COLLECTION ACCOUNT AND HOLDERS' INTERESTS THEREIN. (i) The ServicerTrustee, for the benefit of the Investor Certificateholders, shall establish cause to be established and maintain maintained in the name of the Trust with an Eligible Institution or with the corporate trust department of the Trustee or an affiliate of the Trustee, on behalf of a segregated trust account (the Trust"COLLECTION ACCOUNT"), an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders Investor Certificateholders. Schedule 2, which is hereby incorporated into and made a part of this Agreement, identifies the Collection Account by setting forth the account number of such account, the account designation of such account and the name of the institution with which such account has been established. The Collection Account shall be divided into individual subaccounts for each Outstanding Series (each, respectively, a "SERIES COLLECTION SUBACCOUNT" and, collectively, the "SERIES COLLECTION SUBACCOUNTS") and for the Company (the “Collection Account”"COMPANY COLLECTION SUBACCOUNT"). For administrative purposes only, the Trustee shall establish or cause to be established for each Series, so long as such Series is an Outstanding Series, sub-subaccounts of the Series Collection Subaccounts with respect to such Series (respectively, the "SERIES PRINCIPAL COLLECTION SUB-SUBACCOUNT" and "SERIES NON- PRINCIPAL COLLECTION SUB-SUBACCOUNT" and, collectively, the "SERIES COLLECTION SUB-SUBACCOUNTS"). (ii) The Trustee Trustee, on behalf of the Investor Certificateholders, shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided Investor Certificateholders and, to the extent set forth in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct fromany Supplement, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series EnhancerEnhancement Provider set forth therein. If, at any time, the Servicer has actual notice or knowledge that any institution holding the Collection Account ceases is other than the corporate trust department of the Trustee or an affiliate of the Trustee, or that any other institution holding the Collection Account has ceased to be an Eligible Deposit AccountInstitution, the Servicer shall direct the Trustee (or the Servicer on its behalf) shall in writing to establish within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish days a new Collection Account meeting the conditions specified abovesubstitute account therefor with an Eligible Institution, transfer any cash and/or any investments Eligible Investments to such new Collection Account account and from the date any such new Collection Account is substitute accounts are established, it such account shall be the “Collection Account.” Unless otherwise agreed by each Rating Agency, if at any time neither Citibank . Neither the Company nor any other affiliate of Citigroup Inc. is the Servicer, nor any person or entity claiming by, through or under the Company or Servicer, shall have any right, title or interest in, except to the extent expressly provided under the Transaction Documents, or any right to withdraw any amount from, the Collection Account. Pursuant to the authority granted to the Servicer in subsection 2.2(a) of the Servicing Agreement, the Servicer shall have the power, revocable by the Trustee, to instruct the Trustee in writing to make withdrawals from and payments to the Collection Account will be moved from Citibank if then maintained there. Funds on deposit in for the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 9.02, 10.01 or 12.02) shall at the direction purposes of the Servicer be invested by the Trustee in Eligible Investments selected by carrying out the Servicer. All such Eligible Investments shall be held by 's or the Trustee for the benefit of the Certificateholders. Investments of funds representing Collections collected during any Due Period shall be invested in Eligible Investments that will mature so that funds will be available at the close of business on the Transfer Date following such Due Period in amounts sufficient to make the required distributions on the following Distribution Date. Funds deposited in the Collection Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the Sellers, except as otherwise specified in any SupplementTrustee's duties hereunder.

Establishment of Collection Account. Deposits in Collections. The Servicer, for the benefit Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of the Certificateholders, its own funds and general assets and shall establish and maintain one or more Collection Accounts, in the name form of time deposit or demand counts constituting Eligible Accounts, with any funds in excess of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “Collection Account”)current FDIC established insurance limits invested in Permitted Investments. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The creation of any Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held evidenced by a certification in the Collection Account for any amount owed to it by form of Exhibit 5.04-1 attached hereto, in the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Collection Account ceases to be case of an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, transfer any cash and/or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be the “Collection Account.” Unless otherwise agreed by each Rating Agency, if at any time neither Citibank nor any other affiliate of Citigroup Inc. is account established with the Servicer, the Collection Account will be moved from Citibank if then maintained there. Funds on deposit or a letter agreement in the Collection Account (form of Exhibit 5.04-2 attached hereto, in the case of an account held by a depository other than investment earnings and amounts deposited pursuant to Sections 2.06, 9.02, 10.01 or 12.02) shall at the direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer. All In either case, a copy of such Eligible Investments certification or letter agreement shall be held by furnished to the Trustee for the benefit of the CertificateholdersPurchaser. Investments of funds representing Collections collected during any Due Period The Servicer shall be invested in Eligible Investments that will mature so that funds will be available at the close of business on the Transfer Date following such Due Period in amounts sufficient to make the required distributions on the following Distribution Date. Funds deposited deposit in the Collection Account on a Transfer Date with respect daily basis, within two Business Days after receipt (or as otherwise required pursuant to this Agreement in the case of clauses (7), (8) and (9) of this Section 5.04) and retain therein the following payments and collections received or made by it subsequent to each Funding Date, or received by it prior to the next following Distribution Funding Date are not but allocable to a period subsequent thereto, other than in respect of principal and interest on the Mortgage Loans due on or before the Funding Date: 1) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; 2) all payments on account of interest on the Mortgage Loans; 3) all Liquidation Proceeds; 4) all Insurance Proceeds, including amounts required to be invested overnightdeposited pursuant to Sections 5.10 and 5.11, other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Properties or released to the applicable Mortgagors in accordance with the Service normal servicing procedures, the related Mortgages or applicable law; 5) all Condemnation Proceeds affecting any Mortgaged Property which are not released to a Mortgagor in accordance with the Service normal servicing procedures, the related Mortgage or applicable law; 6) any Monthly Advances in accordance with Section 6.03; 7) any amounts required to be deposited by the Servicer pursuant to Section 5.11 in connection with the deductible clause in any blanket hazard insurance policy, such deposit to be made from the Service own funds without reimbursement therefor; 8) any amounts required to be deposited by the Servicer pursuant to Section 5.16(ii) in connection with any losses on Permitted Investments; and 9) any amounts required to be deposited in the Collection Account pursuant to Sections 7.01 or 7.02 or otherwise pursuant to the terms hereof. 10) interest on the amount of any Payoff at t"1e related Remittance Rate to the end of the month in which prepayment of the related Mortgage Loan occurs. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on The foregoing requirements for deposit in the Collection Account shall be paid exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges and assumption fees, to the Sellersextent permitted by Section 7.0 1 , except need not be deposited by the Servicer in the Collection Account and shall be retained by the Servicer as otherwise specified in any Supplementadditional compensation.

Establishment of Collection Account. The Servicer(a) On or prior to the Closing Date, for the benefit Borrower shall cause to be established at Bank of America, N.A. (the Certificateholders“Collection Account Bank”), shall establish and maintain in the name of the Trustee, on behalf of the TrustAdministrative Agent, an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders Administrative Agent on behalf of the Secured Parties. (b) The Collection Account shall be at all times subject to a written agreement among the Borrower, the Servicer, the Administrative Agent and the Collection Account Bank, which provides the Administrative Agent “control” (as defined in the UCC) with respect to the Collection Account”). The Trustee shall possess all right, title Account and interest is otherwise in all funds form and substance reasonably satisfactory to the Administrative Agent. (c) Funds on deposit from time to time in the Collection Account shall be invested by the Collection Account Bank in Permitted Investments selected in writing by the Servicer, on behalf of the Borrower (pursuant to standing instructions or otherwise); provided, that it is understood and agreed that none of the Administrative Agent, the Lenders, the Borrower or the Servicer shall be liable for any loss arising from such investment in all proceeds thereofPermitted Investments. The All such Permitted Investments shall be held by or on behalf of the Administrative Agent for the benefit and security of the Secured Parties. Except as permitted in writing by the Administrative Agent, funds on deposit in the Collection Account shall be invested in Permitted Investments that will mature so that such funds will be available at the close of business on the next Settlement Date. No Permitted Investment shall be sold or otherwise disposed of prior to its scheduled maturity unless a default occurs with respect to such Permitted Investment and Servicer directs the Collection Account Bank in writing to dispose of such Permitted Investment. (d) Except as otherwise provided herein, the Collection Account shall be under the sole dominion and control of the Trustee Administrative Agent for the benefit and security of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series EnhancerSecured Parties. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Trustee Borrower (or the Servicer on its behalf) shall within 10 ten (10) Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, as an Eligible Account and shall transfer any cash and/or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be the “Collection Account.” Unless otherwise agreed by each Rating Agency, if at any time neither Citibank nor any other affiliate of Citigroup Inc. is the (e) The Servicer, on behalf of the Borrower, shall give instructions to the Collection Account will be moved from Citibank if then maintained there. Funds on deposit in Bank to permit the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 9.02, 10.01 or 12.02) shall at the direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders. Investments timely distribution of funds representing Collections collected during any Due Period shall be invested in Eligible Investments that will mature so that funds will be available at accordance with the close terms of business on the Transfer Date following such Due Period in amounts sufficient to make the required distributions on the following Distribution Date. Funds deposited in the Collection Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. this Agreement. (f) On each Distribution Settlement Date, all interest and other any investment earnings (net income from investment of losses and investment expenses) on funds on deposit in the Collection Account shall be paid distributed to the Sellers, except as otherwise specified in any SupplementBorrower.

Establishment of Collection Account. (a) The ServicerOwner Trustee, for the benefit of the Certificateholders, shall establish and maintain maintain, or shall cause to be established and maintained, in the name of the Trustee, on behalf of the Trust, an Trust Eligible Deposit Account Accounts (the "Trust Accounts"), bearing a designation clearly indicating that the funds deposited therein are held by the Trust for the benefit of the Certificateholders (Certificateholders, in each case in accordance with Section 4.01 in the “Collection Account”Sale and Servicing Agreement. Subject to Section 5.01(b). The , the Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account Trust Accounts and in all proceeds thereof. The Collection Except as otherwise expressly provided herein, each Trust Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Collection a Trust Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Servicer Administrator on its behalfbehalf of the Owner Trustee, if the Collection Account is not then held by the Owner Trustee or an affiliate thereof) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection equivalent Trust Account meeting the conditions specified above, as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be the “Collection Trust Account.” Unless otherwise agreed by each Rating Agency, if at any time neither Citibank nor any other affiliate of Citigroup Inc. is the Servicer (b) Concurrently with, the Collection Account will be moved from Citibank if then maintained there. Funds on deposit in the Collection Account (other than investment earnings execution and amounts deposited delivery of any Indenture pursuant to Sections 2.06which a series of Notes is issued, 9.02the Owner Trustee shall establish and maintain, 10.01 or 12.02) shall cause to be established and maintained, at the direction of the Servicer Depositor, new Trust Accounts in the name of and under the control of the related Indenture Trustee for the benefit of the Securityholders, in each case in accordance with Section 4.01 of the Sale and Servicing Agreement. The Owner Trustee shall thereupon promptly transfer any cash and/or investments then on deposit in the equivalent Trust Accounts maintained by it pursuant to Section 5.01(a) to the newly established Trust Accounts on the terms and conditions set forth in such Indenture. The Indenture Trustee will be invested by obligated to transfer back to the equivalent Trust Accounts established pursuant to Section 5.01(a) all funds or investments held or to be held in the Trust Accounts established pursuant to this Section 5.01(b) on the Distribution Date on which the Notes of all Classes have been paid in full or the Indenture is otherwise terminated (excluding any amounts to be retained for distribution in respect of Notes that are not promptly delivered for payment on such Distribution Date), and to take all necessary or appropriate actions to transfer all right, title and interest of the Indenture Trustee in Eligible Investments selected by such funds or investments and all proceeds thereof,, to the Servicer. All such Eligible Investments shall be held by the Owner Trustee for the benefit of the Certificateholders. Investments of funds representing Collections collected during any Due Period shall be invested in Eligible Investments that will mature so that funds will be available at the close of business on the Transfer Date following such Due Period in amounts sufficient to make the required distributions on the following Distribution Date. Funds deposited in the Collection Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the Sellers, except as otherwise specified in any Supplement.

Establishment of Collection Account. The ServicerIssuer, for the benefit of the CertificateholdersNoteholders and the holder of any other interest in the Receivables as specified in the related Indenture Supplement, shall establish and maintain with the Note Administrator or its nominee in the name of the Indenture Trustee, on behalf of the Trust, an Eligible Deposit Account one or more Qualified Accounts (including any subaccount thereof) bearing a designation clearly indicating that the funds deposited therein and other property credited thereto are held for the benefit of the Certificateholders Noteholders (collectively, the “Collection Account”). The Trustee Note Administrator, on behalf of the Indenture Trustee, shall possess all right, title and interest in all funds on monies, instruments, investment property, documents, certificates of deposit and other property credited from time to time in to the Collection Account and in all proceeds thereofproceeds, earnings, income, revenue, dividends and distributions thereof for the benefit of the Noteholders. The Collection Account shall be under the sole dominion and control of the Trustee Note Administrator for the benefit of the CertificateholdersNoteholders. Except as expressly provided in this Indenture and the Transfer and Servicing Agreement, the Servicer Issuer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Indenture Trustee, the TrustNote Administrator, the Transferor, any Certificateholder Noteholder or any Series Enhancer. If, at any time, the Collection Account ceases to be an Eligible Deposit a Qualified Account, the Trustee Note Administrator (or the Servicer Issuer on its behalf) shall within 10 ten (10) Business Days (or such longer period, not to exceed 30 thirty (30) calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, transfer any cash and/or any investments monies, documents, instruments, investment property, certificates of deposit and other property to such new Collection Account and from the date such new Collection Account is established, it shall be the “Collection Account.” Unless otherwise agreed by each Rating Agency, if at any time neither Citibank nor any other affiliate of Citigroup Inc. is the Servicer, the Collection Account will be moved from Citibank if then maintained there. Funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to Sections Section 2.06, 9.026.01, 10.01 or 12.027.01 of the Transfer and Servicing Agreement or Section 11.02 of this Indenture) shall at the written direction of the Servicer be invested by the Trustee Note Administrator in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held by the Trustee Note Administrator for the benefit of the CertificateholdersNoteholders pursuant to Section 6.14. Investments of funds representing Collections collected during any Due Monthly Period shall be invested in Eligible Investments that will mature so that such funds will be available at no later than the close of business on the each monthly Transfer Date following such Due Period Monthly Period. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Note Administrator shall sell, liquidate or dispose of any such Eligible Investment before its maturity, at the written direction of the Servicer, if, prior to the maturity of such Eligible Investment, a default occurs in amounts sufficient the payment of principal, interest or any other amount with respect to make such Eligible Investment. Unless directed by the required distributions on the following Distribution Date. Funds Servicer, funds deposited in the Collection Account on a Transfer Date with respect to the next following immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the Sellerstreated as Finance Charge Collections, except as otherwise specified in any Indenture Supplement. The Note Administrator shall bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds in accordance with this Section 8.03 nor for the selection of Eligible Investments in accordance with the provisions of this Indenture and any Indenture Supplement (other than Eligible Investments on which the institution acting as Note Administrator is an obligor).