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. 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. 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. (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. 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. (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. 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. 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. 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”). 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. (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 otherwise agreed " Servicer shall have the power, revocable by each Rating Agencythe Administrative Agent upon the written direction of the Funding Agents, 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 in accordance with this Agreement and to instruct the Administrative Agent to make withdrawals and payments from Citibank if then maintained there. Funds on deposit in the Collection Account (other than investment earnings for the purposes of carrying out the Servicer's or the Administrative Agent's duties hereunder. The Servicer and amounts deposited pursuant the Seller shall direct all Approved Takeout Investors to Sections 2.06, 9.02, 10.01 or 12.02) shall at the direction 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 remitted to the Servicer or Seller shall be invested remitted to the Collection Account by the Trustee Servicer as soon as practicable, but in Eligible Investments selected by the Servicerno event later than two (2) Business Days after receipt. All such Eligible Investments Collections not constituting proceeds of the sales of the Mortgage Loans shall be held in trust by the Trustee Servicer for the benefit of the Certificateholders. Investments of funds representing Administrative Agent until the following Remittance Date and on each Remittance Date, all such Collections, together with all Collections collected during any Due Period remitted to the Servicer pursuant to Section 5.03(v), shall be invested in Eligible Investments remitted by the Servicer to the Collection Account; provided that will mature so that funds will at any time after the occurrence and during the continuance of a Termination Event, all such Collections shall be available at the close of business on the Transfer Date following such Due Period in amounts sufficient remitted to make the required distributions on the following Distribution Date. Funds deposited in the Collection Account on a Transfer Date with respect to by the next following Distribution Date are not required to be invested overnight. On each Distribution DateServicer as soon as practicable, all interest and other investment earnings but in no event later than two (net of losses and investment expenses2) on funds on deposit in the Collection Account shall be paid to the Sellers, except as otherwise specified in any SupplementBusiness Days after receipt.

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. 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 ----------------------------------------- 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. 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 Certificateholders. Except Secured Parties, 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 there. Funds on deposit in established with The Bank of New York, 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 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 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).