Common use of Establishment of Other Accounts Clause in Contracts

Establishment of Other Accounts. (i) The Indenture Trustee shall establish, initially with itself, the Reserve Account, the Collection Account and the Note Distribution Account, each in the name of the Indenture Trustee for the benefit of the Noteholders and, solely in the case of the Collection Account and the Reserve Account, the Certificateholders. The Indenture Trustee shall establish, initially with itself, the Class N Reserve Account in the name of the Indenture Trustee for the benefit of the Class N Noteholders. (ii) The Collection Account, the Note Distribution Account, the Reserve Account and the Class N Reserve Account shall be Eligible Deposit Accounts initially established with the Indenture Trustee as the Account Holder. Funds deposited in each of the Designated Accounts (including amounts, if any, which the Servicer is required to remit daily to the Collection Account) shall be invested in the Investment Fund. Such investments shall, in each case, mature or, if such Eligible Investment does not mature, be liquidated as set forth in the definition of “Eligible Investments”; provided that neither the Administrator nor the Indenture Trustee shall have the power or right to change or alter the particular Eligible Investments identified in the definition of “Investment Fund” with respect to which such funds are invested; and provided further that the Administrator shall provide written notice to the Indenture Trustee, promptly upon any investment in each of the Designated Accounts ceasing to be an Eligible Investment, and such notification shall include an instruction to the Indenture Trustee to withdraw the funds from the ineligible investment and to deposit such funds into the applicable Eligible Investment set forth in the definition of “Investment Fund.” The Administrator shall have no power or right whatsoever to change or alter any of the initial specifications set forth in the definition of “Investment Fund”; provided that if the short-term debt obligations of such Account Holder cease to have the Required Deposit Rating (such occurrence, an “Account Status Event”) (i) the Administrator shall provide written notice within thirty (30) calendar days of knowledge of such Account Status Event to the Indenture Trustee or other Account Holder and shall include the proposed Account Holder information in such notice; (ii) the Administrator shall open any necessary accounts at such proposed Account Holder within sixty (60) calendar days of knowledge of such Account Status Event; and (iii) the Administrator shall provide written notice to the Indenture Trustee or other Account Holder instructing the Account Holder to transfer the Designated Accounts to another Account Holder that is an Eligible Institution; and provided further that should the Account Holder inform the Administrator or the Indenture Trustee that no further investments may be made with respect to a specific Eligible Investment, then any additional funds shall be invested by that same Account Holder in an Eligible Investment in accordance with the definition of “Investment Fund.” Investments in Eligible Investments shall be made in the name of the Indenture Trustee or its nominee, and such investments shall not be sold or disposed of prior to their maturity, notwithstanding anything to the contrary provided in this Agreement. Investment Earnings on funds deposited in the Reserve Account, the Class N Reserve Account and the Collection Account shall be payable to the Depositor. Each Account Holder holding a Designated Account as provided in this Section 8.2(a), shall be a “Securities Intermediary.” If a Securities Intermediary shall be a Person other than the Indenture Trustee, the Administrator shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 8.2. (iii) With respect to the Designated Account Property, the Account Holder agrees, by its acceptance hereof, that: (A) The Designated Accounts are accounts to which Financial Assets will be credited. (B) All securities or other property underlying any Financial Assets credited to the Designated Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Designated Accounts be registered in the name of the Issuing Entity, the Servicer or the Seller, payable to the order of the Issuing Entity, the Servicer or the Seller or specially indorsed to the Issuing Entity, the Servicer or the Seller except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (C) All property delivered to the Securities Intermediary pursuant to this Agreement or the Indenture will be promptly credited to the appropriate Designated Account. (D) Each item of property (whether investments, investment property, Financial Asset, security, instrument or cash) credited to a Designated Account shall be treated as a “Financial Asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (E) If at any time the Securities Intermediary shall receive any entitlement order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Designated Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Grantor Trust, the Issuing Entity, the Servicer, the Seller or any other Person. (F) The Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Designated Accounts (as well as the Securities Entitlements related thereto) shall be governed by the laws of the State of New York. The laws of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention with respect to each “account agreement” (within the meaning of the Hague Securities Convention) of each Designated Account. The Securities Intermediary shall have at the time of entry of each such account agreement and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies the criteria provided in Article 4(1)(a) or (b) of the Hague Securities Convention. (G) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Designated Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Issuing Entity, the Seller, the Servicer or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 8.2(a)(iii)(E). (H) Except for the claims and interest of the Indenture Trustee and of the Issuing Entity in the Designated Accounts, the Securities Intermediary knows of no claim to, or interest in, the Designated Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Designated Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer and the Issuing Entity thereof. (I) The Securities Intermediary will make available electronically, copies of all statements, confirmations and other correspondence concerning the Designated Accounts and any Designated Account Property simultaneously to each of the Servicer and the Indenture Trustee. (J) Any Designated Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee and shall be held, pending maturity or disposition, solely by the Indenture Trustee, or by a Securities Intermediary acting solely for the Indenture Trustee, as collateral agent. (iv) The Indenture Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Designated Accounts and in all proceeds thereof. The Designated Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Securityholders and the Issuing Entity (as specified herein). (v) The Administrator shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person. (vi) Except as otherwise provided herein, the Indenture Trustee, the Owner Trustee, the Grantor Trust Trustee, the Securities Intermediary and each other institution with whom a Designated Account is maintained waives any right of set-off, counterclaim, security interest or bankers’ lien to which it might otherwise be entitled in its individual capacity.

Establishment of Other Accounts. (i) The Indenture Trustee shall establish, initially with itself, the Reserve Account, the Collection Account and the Note Distribution Account, each in the name of the Indenture Trustee for the benefit of the Noteholders and, solely in the case of the Collection Account and the Reserve Account, the Certificateholders. The Indenture Trustee shall establish, initially with itself, the Class N Reserve Account in the name of the Indenture Trustee for the benefit of the Class N Noteholders. (ii) The Collection Account, the Note Distribution Account, the Reserve Account and the Class N Reserve Account shall be Eligible Deposit Accounts initially established with the Indenture Trustee as the Account Holder. Funds deposited in each of the Designated Accounts (including amounts, if any, which the Servicer is required to remit daily to the Collection Account) shall be invested in the Investment Fund. Such investments shall, in each case, mature or, if such Eligible Investment does not mature, be liquidated as set forth in the definition of “Eligible Investments”; provided that neither the Administrator nor the Indenture Trustee shall have the power or right to change or alter the particular Eligible Investments identified in the definition of “Investment Fund” with respect to which such funds are invested; and provided further that the Administrator shall provide written notice to the Indenture Trustee, promptly upon any investment in each of the Designated Accounts ceasing to be an Eligible Investment, and such notification shall include an instruction to the Indenture Trustee to withdraw the funds from the ineligible investment and to deposit such funds into the applicable Eligible Investment set forth in the definition of “Investment Fund.” The Administrator shall have no power or right whatsoever to change or alter any of the initial specifications set forth in the definition of “Investment Fund”; provided that if the short-term debt obligations of such Account Holder cease to have the Required Deposit Rating (such occurrence, an “Account Status Event”) (i) the Administrator shall provide written notice within thirty (30) calendar days of knowledge of such Account Status Event to the Indenture Trustee or other Account Holder and shall include the proposed Account Holder information in such notice; (ii) the Administrator shall open any necessary accounts at such proposed Account Holder within sixty (60) calendar days of knowledge of such Account Status Event; and (iii) the Administrator shall provide written notice to the Indenture Trustee or other Account Holder instructing the Account Holder to transfer the Designated Accounts to another Account Holder that is an Eligible Institution; and provided further that should the Account Holder inform the Administrator or the Indenture Trustee that no further investments may be made with respect to a specific Eligible Investment, then any additional funds shall be invested by that same Account Holder in an Eligible Investment in accordance with the definition of “Investment Fund.” Investments in Eligible Investments shall be made in the name of the Indenture Trustee or its nominee, and such investments shall not be sold or disposed of prior to their maturity, notwithstanding anything to the contrary provided in this Agreement. Investment Earnings on funds deposited in the Reserve Account, the Class N Reserve Account and the Collection Account shall be payable to the DepositorDepositor as set forth on the Servicer’s Certificate. Each Account Holder holding a Designated Account as provided in this Section 8.2(a), shall be a “Securities Intermediary.” If a Securities Intermediary shall be a Person other than the Indenture Trustee, the Administrator shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 8.2. (iii) With respect to the Designated Account Property, the Account Holder agrees, by its acceptance hereof, that: (A) The Designated Accounts are accounts to which Financial Assets will be credited. (B) All securities or other property underlying any Financial Assets credited to the Designated Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Designated Accounts be registered in the name of the Issuing Entity, the Servicer or the Seller, payable to the order of the Issuing Entity, the Servicer or the Seller or specially indorsed to the Issuing Entity, the Servicer or the Seller except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (C) All property delivered to the Securities Intermediary pursuant to this Agreement or the Indenture will be promptly credited to the appropriate Designated Account. (D) Each item of property (whether investments, investment property, Financial Asset, security, instrument or cash) credited to a Designated Account shall be treated as a “Financial Asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (E) If at any time the Securities Intermediary shall receive any entitlement order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Designated Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Grantor Trust, the Issuing Entity, the Servicer, the Seller or any other Person. (F) The Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Designated Accounts (as well as the Securities Entitlements related thereto) shall be governed by the laws of the State of New York. The laws of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention with respect to each “account agreement” (within the meaning of the Hague Securities Convention) of each Designated Account. The Securities Intermediary shall have at the time of entry of each such account agreement and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies the criteria provided in Article 4(1)(a) or (b) of the Hague Securities Convention. (G) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Designated Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Issuing Entity, the Seller, the Servicer or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 8.2(a)(iii)(E). (H) Except for the claims and interest of the Indenture Trustee and of the Issuing Entity in the Designated Accounts, the Securities Intermediary knows of no claim to, or interest in, the Designated Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Designated Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer and the Issuing Entity thereof. (I) The Securities Intermediary will make available electronically, copies of all statements, confirmations and other correspondence concerning the Designated Accounts and any Designated Account Property simultaneously to each of the Servicer and the Indenture Trustee. (J) Any Designated Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee and shall be held, pending maturity or disposition, solely by the Indenture Trustee, or by a Securities Intermediary acting solely for the Indenture Trustee, as collateral agent. (iv) The Indenture Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Designated Accounts and in all proceeds thereof. The Designated Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Securityholders and the Issuing Entity (as specified herein). (v) The Administrator shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person. (vi) Except as otherwise provided herein, the Indenture Trustee, the Owner Trustee, the Grantor Trust Trustee, the Securities Intermediary and each other institution with whom a Designated Account is maintained waives any right of set-off, counterclaim, security interest or bankers’ lien to which it might otherwise be entitled in its individual capacity.

Establishment of Other Accounts. (i) The Indenture Trustee shall establish, initially establish with itself, the Account Holder the Reserve Account, the Collection Account and the Note Distribution Account, each in the name of the Indenture Trustee for the benefit of the Noteholders and, solely in the case of the Collection Account and the Reserve Account, the Certificateholders. The Indenture Trustee shall establish, initially establish with itself, the Account Holder the Class N Reserve Account in the name of the Indenture Trustee for the benefit of the Class N Noteholders. (ii) The Collection Account, the Note Distribution Account, the Reserve Account and the Class N Reserve Account shall be Eligible Deposit Accounts initially established with the Indenture Trustee Xxxxx Fargo Bank, National Association, as the Account Holder. Funds deposited in each of the Designated Accounts (including amounts, if any, which the Servicer is required to remit daily to the Collection Account) shall be invested in the Investment Fund. Such investments shall, in each case, mature or, if such Eligible Investment does not mature, be liquidated as set forth in the definition of “Eligible Investments”; provided that neither the Administrator nor the Indenture Trustee shall have the power or right to change or alter the particular Eligible Investments identified in the definition of “Investment Fund” with respect to which such funds are invested; and provided further that the Administrator shall provide written notice to the Indenture Trustee, promptly upon any investment in each of the Designated Accounts ceasing to be an Eligible Investment, and such notification shall include an instruction to the Indenture Trustee to withdraw the funds from the ineligible investment and to deposit such funds into the applicable Eligible Investment set forth in the definition of “Investment Fund.” The Administrator shall have no power or right whatsoever to change or alter any of the initial specifications set forth in the definition of “Investment Fund”; provided that if the short-term debt obligations of such Account Holder cease to have the Required Deposit Rating (such occurrence, an “Account Status Event”) (i) the Administrator shall provide written notice within thirty (30) calendar days of knowledge of such Account Status Event to the Indenture Trustee or other and any Account Holder and shall include the proposed Account Holder information in such notice; (ii) the Administrator shall open any necessary accounts at such proposed Account Holder within sixty (60) calendar days of knowledge of such Account Status Event; and (iii) the Administrator shall provide written notice to the Indenture Trustee or other and any Account Holder instructing the Account Holder to transfer the Designated Accounts to another Account Holder that is an Eligible Institution; and provided further that should the Account Holder inform the Administrator or the Indenture Trustee that no further investments may be made with respect to a specific Eligible Investment, then any additional funds shall be invested by that same Account Holder in an Eligible Investment in accordance with the definition of “Investment Fund.” Investments in Eligible Investments shall be made in the name of the Indenture Trustee or its nominee, and such investments shall not be sold or disposed of prior to their maturity, notwithstanding anything to the contrary provided in this Agreement. Investment Earnings on funds deposited in the Reserve Account, the Class N Reserve Account and the Collection Account shall be payable to the Depositor. Each Account Holder holding a Designated Account as provided in this Section 8.2(a), shall be a “Securities Intermediarysecurities intermediary.” If a Securities Intermediary an Account Holder shall be a Person other than the Indenture Trustee, the Administrator shall obtain the express agreement of such Person to the obligations of the Securities Intermediary Account Holder set forth in this Section 8.2. (iii) With respect to the Designated Account Property, the Account Holder agrees, by its acceptance hereof, that: (A) The Designated Accounts are accounts to which Financial Assets will be credited. (B) All securities or other property underlying any Financial Assets credited to the Designated Accounts shall be registered in the name of the Securities IntermediaryAccount Holder, indorsed to the Securities Intermediary Account Holder or in blank or credited to another securities account maintained in the name of the Securities Intermediary Account Holder and in no case will any Financial Asset credited to any of the Designated Accounts be registered in the name of the Issuing Entity, the Servicer or the Seller, payable to the order of the Issuing Entity, the Servicer or the Seller or specially indorsed to the Issuing Entity, the Servicer or the Seller except to the extent the foregoing have been specially indorsed to the Securities Intermediary Account Holder or in blank. (C) All property delivered to the Securities Intermediary Account Holder pursuant to this Agreement or the Indenture will be promptly credited to the appropriate Designated Account. (D) Each item of property (whether investments, investment property, Financial Asset, security, instrument or cash) credited to a Designated Account shall be treated as a “Financial Asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (E) If at any time the Securities Intermediary Account Holder shall receive any entitlement order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Designated Accounts, the Securities Intermediary Account Holder shall comply with such entitlement order without further consent by the Grantor Trust, the Issuing Entity, the Servicer, the Seller or any other Person. (F) The Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities IntermediaryAccount Holder’s jurisdiction and the Designated Accounts (as well as the Securities Entitlements related thereto) shall be governed by the laws of the State of New York. The laws of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention with respect to each “account agreement” (within the meaning of the Hague Securities Convention) of each Designated Account. The Securities Intermediary Account Holder shall have at the time of entry of each such account agreement and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies the criteria provided in Article 4(1)(a) or (b) of the Hague Securities Convention. (G) The Securities Intermediary Account Holder has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Designated Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other person and the Securities Intermediary Account Holder has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Issuing Entity, the Seller, the Servicer or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary Account Holder to comply with entitlement orders as set forth in Section 8.2(a)(iii)(E). (H) Except for the claims and interest of the Indenture Trustee and of the Issuing Entity in the Designated Accounts, the Securities Intermediary Account Holder knows of no claim to, or interest in, the Designated Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Designated Accounts or in any Financial Asset carried therein, the Securities Intermediary Account Holder will promptly notify the Indenture Trustee, the Servicer and the Issuing Entity thereof. (I) The Securities Intermediary Account Holder will make available electronically, copies of all statements, confirmations and other correspondence concerning the Designated Accounts and any Designated Account Property simultaneously to each of the Servicer and the Indenture Trustee. (J) Any Designated Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee and shall be held, pending maturity or disposition, solely by the Indenture Trustee, or by a Securities Intermediary an Account Holder acting solely for the Indenture Trustee, as collateral agent. (iv) The Indenture Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Designated Accounts and in all proceeds thereof. The Designated Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Securityholders and the Issuing Entity (as specified herein). (v) The Administrator shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person. (vi) Except as otherwise provided herein, the Indenture Trustee, the Owner Trustee, the Grantor Trust Trustee, the Securities Intermediary Account Holder and each other institution with whom a Designated Account is maintained waives any right of set-off, counterclaim, security interest or bankers’ lien to which it might otherwise be entitled in its individual capacity.

Establishment of Other Accounts. (i) The Indenture Trustee shall establish, initially with itself, the Reserve Account, the Collection Account and the Note Distribution Account, each in the name of the Indenture Trustee for the benefit of the Noteholders and, solely in the case of the Collection Account and the Reserve Account, the Certificateholders. The Indenture Trustee shall establish, initially with itself, the Class N Reserve Account in the name of the Indenture Trustee for the benefit of the Class N Noteholders. (ii) The Collection Account, the Note Distribution Account, the Reserve Account and the Class N Reserve Account shall be Eligible Deposit Accounts initially established with the Indenture Trustee as the Account Holder. Funds deposited in each of the Designated Accounts (including amounts, if any, which the Servicer is required to remit daily to the Collection Account) shall be invested in the Investment Fund. Such investments shall, in each case, mature or, if such Eligible Investment does not mature, be liquidated as set forth in the definition of “Eligible Investments”; provided that neither the Administrator nor the Indenture Trustee shall have the power or right to change or alter the particular Eligible Investments identified in the definition of “Investment Fund” with respect to which such funds are invested; and provided further that the Administrator shall provide written notice to the Indenture Trustee, promptly upon any investment in each of the Designated Accounts ceasing to be an Eligible Investment, and such notification shall include an instruction to the Indenture Trustee to withdraw the funds from the ineligible investment and to deposit such funds into the applicable Eligible Investment set forth in the definition of “Investment Fund.” The Administrator shall have no power or right whatsoever to change or alter any of the initial specifications set forth in the definition of “Investment Fund”; provided that if the short-term debt obligations of such Account Holder cease to have the Required Deposit Rating (such occurrence, an “Account Status Event”) (i) the Administrator shall provide written notice within thirty (30) calendar days of knowledge of such Account Status Event to the Indenture Trustee or other Account Holder and shall include the proposed Account Holder information in such notice; (ii) the Administrator shall open any necessary accounts at such proposed Account Holder within sixty (60) calendar days of knowledge of such Account Status Event; and (iii) the Administrator shall provide written notice to the Indenture Trustee or other Account Holder instructing the Account Holder to transfer the Designated Accounts to another Account Holder that is an Eligible Institution; and provided further that should the Account Holder inform the Administrator or the Indenture Trustee that no further investments may be made with respect to a specific Eligible Investment, then any additional funds shall be invested by that same Account Holder in an Eligible Investment in accordance with the definition of “Investment Fund.” Investments in Eligible Investments shall be made in the name of the Indenture Trustee or its nominee, and such investments shall not be sold or disposed of prior to their maturity, notwithstanding anything to the contrary provided in this Agreement. Investment Earnings on funds deposited in the Reserve Account, the Class N Reserve Account and the Collection Account shall be payable to the DepositorDepositor as set forth on the Servicer’s Certificate. Each Account Holder holding a Designated Account as provided in this Section 8.2(a), shall be a “Securities Intermediary.” If a Securities Intermediary shall be a Person other than the Indenture Trustee, the Administrator shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 8.2. (iii) With respect to the Designated Account Property, the Account Holder agrees, by its acceptance hereof, that: (A) The Designated Accounts are accounts to which Financial Assets will be credited. (B) All securities or other property underlying any Financial Assets credited to the Designated Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Designated Accounts be registered in the name of the Issuing Entity, the Servicer or the Seller, payable to the order of the Issuing Entity, the Servicer or the Seller or specially indorsed to the Issuing Entity, the Servicer or the Seller except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (C) All property delivered to the Securities Intermediary pursuant to this Agreement or the Indenture will be promptly credited to the appropriate Designated Account. (D) Each item of property (whether investments, investment property, Financial Asset, security, instrument or cash) credited to a Designated Account shall be treated as a “Financial Asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (E) If at any time the Securities Intermediary shall receive any entitlement order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Designated Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Grantor Trust, the Issuing Entity, the Servicer, the Seller or any other Person. (F) The Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Designated Accounts (as well as the Securities Entitlements related thereto) shall be governed by the laws of the State of New York. The laws of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention with respect to each “account agreement” (within the meaning of the Hague Securities Convention) of each Designated Account. The Securities Intermediary shall have at the time of entry of each such account agreement and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies the criteria provided in Article 4(1)(a) or (b) of the Hague Securities Convention. (G) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Designated Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Issuing Entity, the Seller, the Servicer or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 8.2(a)(iii)(E). (H) Except for the claims and interest of the Indenture Trustee and of the Issuing Entity in the Designated Accounts, the Securities Intermediary knows of no claim to, or interest in, the Designated Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Designated Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer and the Issuing Entity thereof. (I) The Securities Intermediary will make available electronically, copies of all statements, confirmations and other correspondence concerning the Designated Accounts and any Designated Account Property simultaneously to each of the Servicer and the Indenture Trustee. (J) Any Designated Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee and shall be held, pending maturity or disposition, solely by the Indenture Trustee, or by a Securities Intermediary acting solely for the Indenture Trustee, as collateral agent. (iv) The Indenture Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Designated Accounts and in all proceeds thereof. The Designated Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Securityholders and the Issuing Entity (as specified herein). (v) The Administrator shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person. (vi) Except as otherwise provided herein, the Indenture Trustee, the Owner Trustee, the Grantor Trust Trustee, the Securities Intermediary and each other institution with whom a Designated Account is maintained waives any right of set-off, counterclaim, security interest or bankers’ lien to which it might otherwise be entitled in its individual capacity.

Establishment of Other Accounts. (i) The Indenture Trustee shall establish, initially with itselfthe Account Holder, the Reserve Account, the Collection Account and the Note Distribution Account, each in the name of the Indenture Trustee for the benefit of the Noteholders and, solely in the case of the Collection Account and the Reserve Account, the Certificateholders. The Indenture Trustee shall establish, initially with itselfthe Account Holder, the Class N Reserve Account in the name of the Indenture Trustee for the benefit of the Class N Noteholders. (ii) The Collection Account, the Note Distribution Account, the Reserve Account and the Class N Reserve Account shall be Eligible Deposit Accounts initially established with the Indenture Trustee Xxxxx Fargo Bank, National Association, as the Account Holder. Funds deposited in each of the Designated Accounts (including amounts, if any, which the Servicer is required to remit daily to the Collection Account) shall be invested in the Investment Fund. Such investments shall, in each case, mature or, if such Eligible Investment does not mature, be liquidated as set forth in the definition of “Eligible Investments”; provided that neither the Administrator nor the Indenture Trustee shall have the power or right to change or alter the particular Eligible Investments identified in the definition of “Investment Fund” with respect to which such funds are invested; and provided further that the Administrator shall provide written notice to the Indenture Trustee, promptly upon any investment in each of the Designated Accounts ceasing to be an Eligible Investment, and such notification shall include an instruction to the Indenture Trustee to withdraw the funds from the ineligible investment and to deposit such funds into the applicable Eligible Investment set forth in the definition of “Investment Fund.” The Administrator shall have no power or right whatsoever to change or alter any of the initial specifications set forth in the definition of “Investment Fund”; provided that if the short-term debt obligations of such Account Holder cease to have the Required Deposit Rating (such occurrence, an “Account Status Event”) (i) the Administrator shall provide written notice within thirty (30) calendar days of knowledge of such Account Status Event to the Indenture Trustee or other and any Account Holder and shall include the proposed Account Holder information in such notice; (ii) the Administrator shall open any necessary accounts at such proposed Account Holder within sixty (60) calendar days of knowledge of such Account Status Event; and (iii) the Administrator shall provide written notice to the Indenture Trustee or other and any Account Holder instructing the Account Holder to transfer the Designated Accounts to another Account Holder that is an Eligible Institution; and provided further that should the Account Holder inform the Administrator or the Indenture Trustee that no further investments may be made with respect to a specific Eligible Investment, then any additional funds shall be invested by that same Account Holder in an Eligible Investment in accordance with the definition of “Investment Fund.” Investments in Eligible Investments shall be made in the name of the Indenture Trustee or its nominee, and such investments shall not be sold or disposed of prior to their maturity, notwithstanding anything to the contrary provided in this Agreement. Investment Earnings on funds deposited in the Reserve Account, the Class N Reserve Account and the Collection Account shall be payable to the Depositor. Each Account Holder holding a Designated Account as provided in this Section 8.2(a), shall be a “Securities Intermediarysecurities intermediary.” If a Securities Intermediary an Account Holder shall be a Person other than the Indenture Trustee, the Administrator shall obtain the express agreement of such Person to the obligations of the Securities Intermediary Account Holder set forth in this Section 8.2. (iii) With respect to the Designated Account Property, the Account Holder agrees, by its acceptance hereof, that: (A) The Designated Accounts are accounts to which Financial Assets will be credited. (B) All securities or other property underlying any Financial Assets credited to the Designated Accounts shall be registered in the name of the Securities IntermediaryAccount Holder, indorsed to the Securities Intermediary Account Holder or in blank or credited to another securities account maintained in the name of the Securities Intermediary Account Holder and in no case will any Financial Asset credited to any of the Designated Accounts be registered in the name of the Issuing Entity, the Servicer or the Seller, payable to the order of the Issuing Entity, the Servicer or the Seller or specially indorsed to the Issuing Entity, the Servicer or the Seller except to the extent the foregoing have been specially indorsed to the Securities Intermediary Account Holder or in blank. (C) All property delivered to the Securities Intermediary Account Holder pursuant to this Agreement or the Indenture will be promptly credited to the appropriate Designated Account. (D) Each item of property (whether investments, investment property, Financial Asset, security, instrument or cash) credited to a Designated Account shall be treated as a “Financial Asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (E) If at any time the Securities Intermediary Account Holder shall receive any entitlement order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Designated Accounts, the Securities Intermediary Account Holder shall comply with such entitlement order without further consent by the Grantor Trust, the Issuing Entity, the Servicer, the Seller or any other Person. (F) The Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities IntermediaryAccount Holder’s jurisdiction and the Designated Accounts (as well as the Securities Entitlements related thereto) shall be governed by the laws of the State of New York. The laws of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention with respect to each “account agreement” (within the meaning of the Hague Securities Convention) of each Designated Account. The Securities Intermediary Account Holder shall have at the time of entry of each such account agreement and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies the criteria provided in Article 4(1)(a) or (b) of the Hague Securities Convention. (G) The Securities Intermediary Account Holder has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Designated Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other person and the Securities Intermediary Account Holder has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Issuing Entity, the Seller, the Servicer or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary Account Holder to comply with entitlement orders as set forth in Section 8.2(a)(iii)(E). (H) Except for the claims and interest of the Indenture Trustee and of the Issuing Entity in the Designated Accounts, the Securities Intermediary Account Holder knows of no claim to, or interest in, the Designated Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Designated Accounts or in any Financial Asset carried therein, the Securities Intermediary Account Holder will promptly notify the Indenture Trustee, the Servicer and the Issuing Entity thereof. (I) The Securities Intermediary Account Holder will make available electronically, copies of all statements, confirmations and other correspondence concerning the Designated Accounts and any Designated Account Property simultaneously to each of the Servicer and the Indenture Trustee. (J) Any Designated Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee and shall be held, pending maturity or disposition, solely by the Indenture Trustee, or by a Securities Intermediary Account Holder acting solely for the Indenture Trustee, as collateral agent. (iv) The Indenture Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Designated Accounts and in all proceeds thereof. The Designated Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Securityholders and the Issuing Entity (as specified herein). (v) The Administrator shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person. (vi) Except as otherwise provided herein, the Indenture Trustee, the Owner Trustee, the Grantor Trust Trustee, the Securities Intermediary Account Holder and each other institution with whom a Designated Account is maintained waives any right of set-off, counterclaim, security interest or bankers’ lien to which it might otherwise be entitled in its individual capacity.