Common use of Establishment of Pledged Accounts Clause in Contracts

Establishment of Pledged Accounts. (a) The Trustee, on behalf of the Noteholders and the Note Purchasers, shall establish and maintain in its own name an Eligible Account (the "COLLECTION ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholders and the Note Purchasers. The Collection Account shall initially be established with the Trustee. (b) The Trustee, on behalf of the Noteholders and the Note Purchasers, shall establish and maintain in its own name an Eligible Account (the "NOTE DISTRIBUTION ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholders and the Note Purchasers. The Note Distribution Account shall initially be established with the Trustee. (c) Funds on deposit in the Collection Account and the Note Distribution Account (collectively, the "PLEDGED ACCOUNTS") shall be invested by the Trustee (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer or, after the resignation or termination of CPS as Servicer, by the Controlling Note Purchaser (pursuant to standing instructions or otherwise) or, with respect to Eligible Investments related solely to the Class B Available Funds, the Class B Note Purchasers. All such Eligible Investments shall be held by or on behalf of the Trustee for the benefit of the applicable Noteholders and the applicable Note Purchasers. Other than as permitted by the Controlling Note Purchaser, funds on deposit in any Pledged Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Settlement Date. Funds deposited in a Pledged Account on the day immediately preceding a Settlement Date upon the maturity of any Eligible Investments are not required to be invested overnight. All Eligible Investments will be held to maturity. Notwithstanding anything herein to the contrary, none of the Class A Note Purchaser or the Class A Noteholders shall have any right, title or interest in, or any right to direct the Trustee with respect to, any Class B Available Funds (or Eligible Investments or Investment Earnings related thereto) on deposit from time to time in the Pledged Accounts. (d) All investment earnings of moneys deposited in the Pledged Accounts shall be deposited (or caused to be deposited) by the Trustee in the Collection Account for distribution pursuant to SECTION 5.7(a) and, with respect to Investment Earnings related solely to the Class B Available Funds, SECTION 5.7(b), as applicable, and any loss resulting from such investments shall be charged to such account. The Servicer will not direct the Trustee to make any investment of any funds held in any of the Pledged Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trustee to make any such investment, if requested by the Trustee, the Servicer shall deliver to the Trustee an Opinion of Counsel, acceptable to the Trustee, to such effect. (e) The Trustee shall not in any way be held liable by reason of any insufficiency in any of the Pledged Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee's negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (f) If (i) the Servicer or the Controlling Note Purchaser or, solely with respect to the Class B Available Funds, the Class B Note Purchasers, as applicable, shall have failed to give investment directions for any funds on deposit in the Pledged Accounts to the Trustee by 1:00 p.m. Eastern Time (or such other time as may be agreed by the Purchaser and Trustee) on any Business Day; or (ii) an Event of Default shall have occurred and be continuing under the Indenture but the Notes shall not have been declared due and payable, or, if the Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Receivables and the Other Conveyed Property are being applied as if there had not been such a declaration; then the Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Pledged Accounts in an Eligible Investment described in PARAGRAPH (A) OR (F) of the definition thereof. (g) The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Pledged Accounts and in all proceeds thereof (including all Investment Earnings on the Pledged Accounts) and all such funds, investments, proceeds and income shall be part of Other Conveyed Property and the Collateral, except that any such funds, investments, proceeds and income that relate to the Class B Available Funds shall be solely part of the Additional Class B Collateral. Except as otherwise provided herein, the Pledged Accounts shall be under the sole dominion and control of the Trustee for the benefit of the Noteholders and the Note Purchasers; provided, however, that none of the Class A Note Purchaser or the Class A Noteholders shall have any right, title or interest in any Class B Available Funds (or Eligible Investments or Investment Earnings related thereto) on deposit from time to time in the Pledged Accounts. If at any time any of the Pledged Accounts ceases to be an Eligible Account, the Trustee with the consent of the Controlling Note Purchaser shall within five Business Days establish a new Pledged Account as an Eligible Account and shall transfer any cash and/or any investments from the Pledged Account that is no longer an Eligible Account to such new Pledged Account. The Trustee shall promptly notify the Servicer, each Note Purchaser and each Noteholder of any change in the location of any of the aforementioned accounts. In connection with the foregoing, the Trustee agrees that, in the event that any of the Pledged Accounts are not accounts with the Trustee, the Trustee shall notify the Servicer, each Note Purchaser and each Noteholder in writing promptly upon any of such Pledged Accounts ceasing to be an Eligible Account. (h) Notwithstanding anything to the contrary herein or in any other document relating to a Trust Account, the "securities intermediary's jurisdiction" (within the meaning of Section 8-110 of the UCC) or the "bank's jurisdiction" (with the meaning of 9-304 of the UCC) as applicable, with respect to each Pledged Account shall be the State of New York. (i) With respect to the Pledged Account Property, the Trustee agrees that: (i) any Pledged Account Property that is held in deposit accounts shall be held solely in an Eligible Account; and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Trustee and the Trustee shall have sole signature authority with respect thereto; (ii) any Pledged Account Property shall be delivered to the Trustee in accordance with the definition of "DELIVERY"; (iii) except as provided in clause (iv) below, the Servicer shall have the power, revocable by the Controlling Note Purchaser, to instruct the Trustee to make withdrawals and payments from the Pledged Accounts for the purpose of permitting the Servicer and the Trustee to carry out their respective duties hereunder; and (iv) the Servicer shall have the power, revocable by the Class B Note Purchasers, to instruct the Trustee to make withdrawals and payments of Class B Available Funds from the Pledged Accounts for the purpose of permitting the Servicer and the Trustee to carry out their respective duties hereunder.

Establishment of Pledged Accounts. (a) The Trustee, on behalf of the Noteholders and the Note PurchasersInsurer, shall establish and maintain in its own name an Eligible Account (the "COLLECTION ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholders and the Note PurchasersInsurer. The Collection Account shall initially be established with the Trustee. (b) The Trustee, on behalf of the Noteholders and the Note PurchasersInsurer, shall establish and maintain in its own name an Eligible Account (the "NOTE DISTRIBUTION ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholders and the Note PurchasersInsurer. The Note Distribution Account shall initially be established with the Trustee. (c) The Trustee, on behalf of the Noteholders and the Insurer, shall establish and maintain in its own name an Eligible Account (the "PRINCIPAL FUNDING ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholders and the Insurer. The Principal Funding Account shall initially be established with the Trustee. (d) Funds on deposit in the Collection Account, the Principal Funding Account and the Note Distribution Account (collectively, the "PLEDGED ACCOUNTS") shall be invested by the Trustee (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer or, after the resignation or termination of CPS as ServicerSST Assumption Date, by the Controlling Note Purchaser Party (pursuant to standing instructions or otherwise) or, with respect to Eligible Investments related solely to the Class B Available Funds, the Class B Note Purchasers). All such Eligible Investments shall be held by or on behalf of the Trustee for the benefit of the applicable Noteholders and the applicable Note PurchasersInsurer, as applicable. Other than as permitted by the Controlling Note PurchaserRating Agencies and the Insurer (so long as no Insurer Default has occurred and is continuing), funds on deposit in any Pledged Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Settlement Payment Date. Funds deposited in a Pledged Account on the day immediately preceding a Settlement Payment Date or Insured Payment Date upon the maturity of any Eligible Investments are not required to be invested overnight. All Eligible Investments will be held to maturity. Notwithstanding anything herein to the contrary, none of the Class A Note Purchaser or the Class A Noteholders shall have any right, title or interest in, or any right to direct the Trustee with respect to, any Class B Available Funds (or Eligible Investments or Investment Earnings related thereto) on deposit from time to time in the Pledged Accounts. (de) All investment earnings of moneys deposited in the Pledged Accounts shall be deposited (or caused to be deposited) by the Trustee in the Collection Account for distribution pursuant to SECTION Section 5.7(a) and, with respect to Investment Earnings related solely to the Class B Available Funds, SECTION 5.7(b), as applicable, and any loss resulting from such investments shall be charged to such account. The Servicer will not direct the Trustee to make any investment of any funds held in any of the Pledged Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trustee to make any such investment, if requested by the Trustee, the Servicer shall deliver to the Trustee an Opinion of Counsel, acceptable to the Trustee, Counsel to such effect. (ef) The Trustee shall not in any way be held liable by reason of any insufficiency in any of the Pledged Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee's negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (fg) If (i) the Servicer or the Controlling Note Purchaser or, solely with respect to the Class B Available Funds, the Class B Note PurchasersParty, as applicable, shall have failed to give investment directions for any funds on deposit in the Pledged Accounts to the Trustee by 1:00 p.m. Eastern Time (or such other time as may be agreed by the Purchaser and Trustee) on any Business Day; or (ii) an Insurance Agreement Event of Default shall have occurred and be continuing under with respect to the Indenture Notes but the Notes shall not have been declared due and payable, or, if the such Notes shall have been declared due and payable following an Insurance Agreement Event of Default, amounts collected or receivable from the Receivables and the Other Conveyed Property are being applied as if there had not been such a declaration; then the Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Pledged Accounts in an Eligible Investment described in PARAGRAPH paragraph (Af) OR (F) of the definition thereof. (gh) The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Pledged Accounts and in all proceeds thereof (including all Investment Earnings on the Pledged Accounts) and all such funds, investments, proceeds and income shall be part of the Other Conveyed Property and the Collateral, except that any such funds, investments, proceeds and income that relate to the Class B Available Funds shall be solely part of the Additional Class B CollateralProperty. Except as otherwise provided herein, the Pledged Accounts shall be under the sole dominion and control of the Trustee for the benefit of the Noteholders and the Note Purchasers; provided, however, that none of the Class A Note Purchaser or the Class A Noteholders shall have any right, title or interest in any Class B Available Funds (or Eligible Investments or Investment Earnings related thereto) on deposit from time to time in the Pledged AccountsInsurer. If at any time any of the Pledged Accounts ceases to be an Eligible Account, the Trustee Servicer with the consent of the Controlling Note Purchaser Party shall within five Business Days establish a new Pledged Account as an Eligible Account and shall transfer any cash and/or any investments from the Pledged Account that is no longer an Eligible Account to such new Pledged Account. The Trustee Servicer shall promptly notify the ServicerRating Agencies, each Note Purchaser the Trustee and each Noteholder the Insurer of any change in the location of any of the aforementioned accounts. In connection with the foregoing, the Trustee Servicer agrees that, in the event that any of the Pledged Accounts are not accounts with the Trustee, the Trustee Servicer shall notify the Servicer, each Note Purchaser Trustee and each Noteholder the Insurer in writing promptly upon any of such Pledged Accounts ceasing to be an Eligible Account. (h) Notwithstanding anything to the contrary herein or in any other document relating to a Trust Account, the "securities intermediary's jurisdiction" (within the meaning of Section 8-110 of the UCC) or the "bank's jurisdiction" (with the meaning of 9-304 of the UCC) as applicable, with respect to each Pledged Account shall be the State of New York. (i) With respect to the Pledged Account Property, the Trustee agrees that: (i) any Pledged Account Property that is held in deposit accounts shall be held solely in an Eligible AccountAccounts; and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Trustee and the Trustee shall have sole signature authority with respect thereto; (ii) any Pledged Account Property that constitutes Physical Property or "certificated securities" shall be delivered to the Trustee in accordance with the definition of "DELIVERY"; (iii) except as provided in clause (iv) below, the The Servicer shall have the power, revocable by the Controlling Note PurchaserParty, to instruct the Trustee to make withdrawals and payments from the Pledged Accounts for the purpose of permitting the Servicer and the Trustee to carry out their respective duties hereunder; and (iv) the Servicer shall have the power, revocable by the Class B Note Purchasers, to instruct the Trustee to make withdrawals and payments of Class B Available Funds from the Pledged Accounts for the purpose of permitting the Servicer and the Trustee to carry out their respective duties hereunder.

Establishment of Pledged Accounts. (a) The Trustee, on behalf of the Noteholders and the Note PurchasersPurchaser, shall establish and maintain in its own name an Eligible Account (the "COLLECTION ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholders and the Note PurchasersPurchaser. The Collection Account shall initially be established with the Trustee. (b) The Trustee, on behalf of the Noteholders and the Note PurchasersPurchaser, shall establish and maintain in its own name an Eligible Account (the "NOTE DISTRIBUTION ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholders and the Note PurchasersPurchaser. The Note Distribution Account shall initially be established with the Trustee. (c) Funds on deposit in the Collection Account and the Note Distribution Account (collectively, the "PLEDGED ACCOUNTS") shall be invested by the Trustee (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer or, after the resignation or termination of CPS as Servicer, by the Controlling Note Purchaser (pursuant to standing instructions or otherwise) or, with respect to Eligible Investments related solely to the Class B Available Funds, the Class B Note Purchasers). All such Eligible Investments shall be held by or on behalf of the Trustee for the benefit of the applicable Noteholders and the applicable Note PurchasersPurchaser. Other than as permitted by the Controlling Note Purchaser, funds on deposit in any Pledged Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Settlement Date. Funds deposited in a Pledged Account on the day immediately preceding a Settlement Date upon the maturity of any Eligible Investments are not required to be invested overnight. All Eligible Investments will be held to maturity. Notwithstanding anything herein to the contrary, none of the Class A Note Purchaser or the Class A Noteholders shall have any right, title or interest in, or any right to direct the Trustee with respect to, any Class B Available Funds (or Eligible Investments or Investment Earnings related thereto) on deposit from time to time in the Pledged Accounts. (d) All investment earnings of moneys deposited in the Pledged Accounts shall be deposited (or caused to be deposited) by the Trustee in the Collection Account for distribution pursuant to SECTION 5.7(a) and, with respect to Investment Earnings related solely to the Class B Available Funds, SECTION 5.7(b5.7(A), as applicable, and any loss resulting from such investments shall be charged to such account. The -- Servicer will not direct the Trustee to make any investment of any funds held in any of the Pledged Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trustee to make any such investment, if requested by the Trustee, the Servicer shall deliver to the Trustee an Opinion of Counsel, acceptable to the Trustee, to such effect. (e) The Trustee shall not in any way be held liable by reason of any insufficiency in any of the Pledged Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee's negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (f) If (i) the Servicer or the Controlling Note Purchaser or, solely with respect to the Class B Available Funds, the Class B Note PurchasersPurchaser, as applicable, shall have failed to give investment directions for any funds on deposit in the Pledged Accounts to the Trustee by 1:00 p.m. Eastern Time (or such other time as may be agreed by the Purchaser and Trustee) on any Business Day; or (ii) an Event of Default shall have occurred and be continuing under with respect to the Indenture Notes but the Notes shall not have been declared due and payable, or, if the Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Receivables and the Other Conveyed Property are being applied as if there had not been such a declaration; then the Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Pledged Accounts in an Eligible Investment described in PARAGRAPH (A) OR (F) of the definition thereof. (g) The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Pledged Accounts and in all proceeds thereof (including all Investment Earnings on the Pledged Accounts) and all such funds, investments, proceeds and income shall be part of Other Conveyed Property and the Collateral, except that any such funds, investments, proceeds and income that relate to the Class B Available Funds shall be solely part of the Additional Class B Collateral. Except as otherwise provided herein, the Pledged Accounts shall be under the sole dominion and control of the Trustee for the benefit of the Noteholders and the Note Purchasers; provided, however, that none of the Class A Note Purchaser or the Class A Noteholders shall have any right, title or interest in any Class B Available Funds (or Eligible Investments or Investment Earnings related thereto) on deposit from time to time in the Pledged AccountsPurchaser. If at any time any of the Pledged Accounts ceases to be an Eligible Account, the Trustee with the consent of the Controlling Note Purchaser shall within five Business Days establish a new Pledged Account as an Eligible Account and shall transfer any cash and/or any investments from the Pledged Account that is no longer an Eligible Account to such new Pledged Account. The Trustee shall promptly notify the Servicer, each the Note Purchaser and each Noteholder the Noteholders of any change in the location of any of the aforementioned accounts. In connection with the foregoing, the Trustee agrees that, in the event that any of the Pledged Accounts are not accounts with the Trustee, the Trustee shall notify the Servicer, each the Note Purchaser and each Noteholder the Noteholders in writing promptly upon any of such Pledged Accounts ceasing to be an Eligible Account. (h) Notwithstanding anything to the contrary herein or in any other document relating to a Trust Account, the "securities intermediary's jurisdiction" (within the meaning of Section 8-110 of the UCC) or the "bank's jurisdiction" (with the meaning of 9-304 of the UCC) as applicable, with respect to each Pledged Account shall be the State of New York. (i) With respect to the Pledged Account Property, the Trustee agrees that: (i) any Pledged Account Property that is held in deposit accounts shall be held solely in an Eligible Account; and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Trustee and the Trustee shall have sole signature authority with respect thereto;; and (ii) any Pledged Account Property shall be delivered to the Trustee in accordance with the definition of "DELIVERY";. (iii) except as provided in clause (iv) below, the Servicer shall have the power, revocable by the Controlling Note Purchaser, Purchaser to instruct the Trustee to make withdrawals and payments from the Pledged Accounts for the purpose of permitting the Servicer and the Trustee to carry out their respective duties hereunder; and (iv) the Servicer shall have the power, revocable by the Class B Note Purchasers, to instruct the Trustee to make withdrawals and payments of Class B Available Funds from the Pledged Accounts for the purpose of permitting the Servicer and the Trustee to carry out their respective duties hereunder.

Establishment of Pledged Accounts. (a) The Trustee, on behalf of the Noteholders Noteholder and the Note PurchasersInsurer, shall establish and maintain in its own name an Eligible Account (the "COLLECTION ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholders Noteholder and the Note PurchasersInsurer. The Collection Account shall initially be established with the Trustee. (b) The Trustee, on behalf of the Noteholders Noteholder and the Note PurchasersInsurer, shall establish and maintain in its own name an Eligible Account (the "NOTE DISTRIBUTION ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholders Noteholder and the Note PurchasersInsurer. The Note Distribution Account shall initially be established with the Trustee. (c) The Trustee, on behalf of the Noteholder and the Insurer shall establish and maintain in its own name an Eligible Account (the "PRINCIPAL FUNDING ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholder and the Insurer. The Principal Funding Account shall initially be established with the Trustee. (d) The Trustee, on behalf of the Noteholder and the Insurer shall establish and maintain in its own name an Eligible Account (the "RESERVE ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholder and the Insurer. The Reserve Account shall initially be established with the Trustee. (e) Funds on deposit in the Collection Account, the Principal Funding Account, the Reserve Account and the Note Distribution Account (collectively, the "PLEDGED ACCOUNTS") shall be invested by the Trustee (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer or, after if the resignation or termination of CPS Backup Servicer is then acting as the Servicer, by the Controlling Note Purchaser Party (pursuant to standing instructions or otherwise) or, with respect to Eligible Investments related solely to the Class B Available Funds, the Class B Note Purchasers). All such Eligible Investments shall be held by or on behalf of the Trustee for the benefit of the applicable Noteholders Noteholder and the applicable Note PurchasersInsurer, as applicable. Other than as permitted by the Rating Agencies and the Controlling Note PurchaserParty, funds on deposit in any Pledged Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Settlement Draw Date. Funds deposited in a Pledged Account on the day immediately preceding a Settlement Date upon the maturity of any Eligible Investments are not required to be invested overnight. All Eligible Investments will be held to maturity. Notwithstanding anything herein to the contrary, none of the Class A Note Purchaser or the Class A Noteholders shall have any right, title or interest in, or any right to direct the Trustee with respect to, any Class B Available Funds (or Eligible Investments or Investment Earnings related thereto) on deposit from time to time in the Pledged Accounts. (df) All investment earnings of moneys deposited in the Pledged Accounts shall be deposited (or caused to be deposited) by the Trustee in the Collection Account for distribution pursuant to SECTION 5.7(a) and, with respect to Investment Earnings related solely to the Class B Available Funds, SECTION 5.7(b), as applicable, and any loss resulting from such investments shall be charged to such account. The Servicer will not direct the Trustee to make any investment of any funds held in any of the Pledged Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trustee to make any such investment, if requested by the Trustee, the Servicer shall deliver to the Trustee an Opinion of Counsel, acceptable to the Trustee, to such effect. (eg) The Trustee shall not in any way be held liable by reason of any insufficiency in any of the Pledged Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee's negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (fh) If (i) the Servicer or the Controlling Note Purchaser or, solely with respect to the Class B Available Funds, the Class B Note PurchasersParty, as applicable, shall have failed to give investment directions for any funds on deposit in the Pledged Accounts to the Trustee by 1:00 p.m. Eastern Time (or such other time as may be agreed by the Purchaser and Trustee) on any Business Day; or (ii) an Event of Default shall have occurred and be continuing under with respect to the Indenture Note but the Notes Note shall not have been declared due and payable, or, if the Notes Note shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Receivables and the Other Conveyed Property are being applied as if there had not been such a declaration; then the Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Pledged Accounts in an Eligible Investment described in PARAGRAPH (Af) OR (F) of the definition thereof. (gi) The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Pledged Accounts and in all proceeds thereof (including all Investment Earnings on the Pledged Accounts) and all such funds, investments, proceeds and income shall be part of the Other Conveyed Property and the Collateral, except that any such funds, investments, proceeds and income that relate to the Class B Available Funds shall be solely part of the Additional Class B CollateralProperty. Except as otherwise provided herein, the Pledged Accounts shall be under the sole dominion and control of the Trustee for the benefit of the Noteholders Noteholder and the Note Purchasers; provided, however, that none of the Class A Note Purchaser or the Class A Noteholders shall have any right, title or interest in any Class B Available Funds (or Eligible Investments or Investment Earnings related thereto) on deposit from time to time in the Pledged AccountsInsurer. If at any time any of the Pledged Accounts ceases to be an Eligible Account, the Trustee Servicer with the consent of the Controlling Note Purchaser Party shall within five Business Days establish a new Pledged Account as an Eligible Account and shall transfer any cash and/or any investments from the Pledged Account that is no longer an Eligible Account to such new Pledged Account. The Trustee Servicer shall promptly notify the ServicerRating Agencies, each Note Purchaser the Trustee and each Noteholder the Insurer of any change in the location of any of the aforementioned accounts. In connection with the foregoing, the Trustee Servicer agrees that, in the event that any of the Pledged Accounts are not accounts with the Trustee, the Trustee Servicer shall notify the Servicer, each Note Purchaser Trustee and each Noteholder the Insurer in writing promptly upon any of such Pledged Accounts ceasing to be an Eligible Account. (hj) Notwithstanding anything to the contrary herein or in any other document relating to a Trust Account, the "securities intermediary's jurisdiction" (within the meaning of Section 8-110 of the UCC) or the "bank's jurisdiction" (with the meaning of 9-304 of the UCC) as applicable, with respect to each Pledged Account shall be the State of New York. (ik) With respect to the Pledged Account Property, the Trustee agrees that: (i) any Pledged Account Property that is held in deposit accounts shall be held solely in an Eligible Account; and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Trustee and the Trustee shall have sole signature authority with respect thereto;; and (ii) any Pledged Account Property shall be delivered to the Trustee in accordance with the definition of "DELIVERY";. (iii) except as provided in clause (iv) below, the Servicer shall have the power, revocable by the Controlling Note Purchaser, Party to instruct the Trustee to make withdrawals and payments from the Pledged Accounts for the purpose of permitting the Servicer and the Trustee to carry out their respective duties hereunder; and (iv) the Servicer shall have the power, revocable by the Class B Note Purchasers, to instruct the Trustee to make withdrawals and payments of Class B Available Funds from the Pledged Accounts for the purpose of permitting the Servicer and the Trustee to carry out their respective duties hereunder.

Establishment of Pledged Accounts. (a) The Trustee, on behalf of the Noteholders and the Note PurchasersNoteholder, shall establish and maintain in its own name an Eligible Account (the "COLLECTION ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholders and the Note PurchasersNoteholder. The Collection Account shall initially be established with the Trustee. (b) The Trustee, on behalf of the Noteholders and the Note PurchasersNoteholder, shall establish and maintain in its own name an Eligible Account (the "NOTE DISTRIBUTION ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholders and the Note PurchasersNoteholder. The Note Distribution Account shall initially be established with the Trustee. (c) The Trustee, on behalf of the Noteholder shall establish and maintain in its own name an Eligible Account (the "PRINCIPAL FUNDING ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholder. The Principal Funding Account shall initially be established with the Trustee. (d) The Trustee, on behalf of the Noteholder shall establish and maintain in its own name an Eligible Account (the "RESERVE ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholder. The Reserve Account shall initially be established with the Trustee. (e) Funds on deposit in the Collection Account, the Principal Funding Account, the Reserve Account and the Note Distribution Account (collectively, the "PLEDGED ACCOUNTS") shall be invested by the Trustee (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer or, after the resignation or termination of CPS as Servicer, by the Controlling Note Purchaser Noteholder (pursuant to standing instructions or otherwise) or, with respect to Eligible Investments related solely to the Class B Available Funds, the Class B Note Purchasers). All such Eligible Investments shall be held by or on behalf of the Trustee for the benefit of the applicable Noteholders and the applicable Note PurchasersNoteholder. Other than as permitted by the Controlling Note PurchaserRating Agencies and the Noteholder, funds on deposit in any Pledged Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Settlement Date. Funds deposited in a Pledged Account on the day immediately preceding a Settlement Date upon the maturity of any Eligible Investments are not required to be invested overnight. All Eligible Investments will be held to maturity. Notwithstanding anything herein to the contrary, none of the Class A Note Purchaser or the Class A Noteholders shall have any right, title or interest in, or any right to direct the Trustee with respect to, any Class B Available Funds (or Eligible Investments or Investment Earnings related thereto) on deposit from time to time in the Pledged Accounts. (df) All investment earnings of moneys deposited in the Pledged Accounts shall be deposited (or caused to be deposited) by the Trustee in the Collection Account for distribution pursuant to SECTION 5.7(a) and, with respect to Investment Earnings related solely to the Class B Available Funds, SECTION 5.7(b), as applicable, and any loss resulting from such investments shall be charged to such account. The Servicer will not direct the Trustee to make any investment of any funds held in any of the Pledged Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trustee to make any such investment, if requested by the Trustee, the Servicer shall deliver to the Trustee an Opinion of Counsel, acceptable to the Trustee, to such effect. (eg) The Trustee shall not in any way be held liable by reason of any insufficiency in any of the Pledged Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee's negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (fh) If (i) the Servicer or the Controlling Note Purchaser or, solely with respect to the Class B Available Funds, the Class B Note PurchasersNoteholder, as applicable, shall have failed to give investment directions for any funds on deposit in the Pledged Accounts to the Trustee by 1:00 p.m. Eastern Time (or such other time as may be agreed by the Purchaser and Trustee) on any Business Day; or (ii) an Event of Default shall have occurred and be continuing under with respect to the Indenture Note but the Notes Note shall not have been declared due and payable, or, if the Notes Note shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Receivables and the Other Conveyed Property are being applied as if there had not been such a declaration; then the Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Pledged Accounts in an Eligible Investment described in PARAGRAPH (A) OR (F) of the definition thereof. (gi) The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Pledged Accounts and in all proceeds thereof (including all Investment Earnings on the Pledged Accounts) and all such funds, investments, proceeds and income shall be part of the Other Conveyed Property and the Collateral, except that any such funds, investments, proceeds and income that relate to the Class B Available Funds shall be solely part of the Additional Class B CollateralProperty. Except as otherwise provided herein, the Pledged Accounts shall be under the sole dominion and control of the Trustee for the benefit of the Noteholders and the Note Purchasers; provided, however, that none of the Class A Note Purchaser or the Class A Noteholders shall have any right, title or interest in any Class B Available Funds (or Eligible Investments or Investment Earnings related thereto) on deposit from time to time in the Pledged AccountsNoteholder. If at any time any of the Pledged Accounts ceases to be an Eligible Account, the Trustee Servicer with the consent of the Controlling Note Purchaser Noteholder shall within five Business Days establish a new Pledged Account as an Eligible Account and shall transfer any cash and/or any investments from the Pledged Account that is no longer an Eligible Account to such new Pledged Account. The Trustee Servicer shall promptly notify the ServicerRating Agencies, each Note Purchaser the Trustee and each the Noteholder of any change in the location of any of the aforementioned accounts. In connection with the foregoing, the Trustee Servicer agrees that, in the event that any of the Pledged Accounts are not accounts with the Trustee, the Trustee Servicer shall notify the Servicer, each Note Purchaser Trustee and each the Noteholder in writing promptly upon any of such Pledged Accounts ceasing to be an Eligible Account. (hj) Notwithstanding anything to the contrary herein or in any other document relating to a Trust Account, the "securities intermediary's jurisdiction" (within the meaning of Section 8-110 of the UCC) or the "bank's jurisdiction" (with the meaning of 9-304 of the UCC) as applicable, with respect to each Pledged Account shall be the State of New York. (ik) With respect to the Pledged Account Property, the Trustee agrees that: (i) any Pledged Account Property that is held in deposit accounts shall be held solely in an Eligible Account; and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Trustee and the Trustee shall have sole signature authority with respect thereto; (ii) any Pledged Account Property shall be delivered to the Trustee in accordance with the definition of "DELIVERY";; and (iii) except as provided in clause (iv) below, the Servicer shall have the power, revocable by the Controlling Note Purchaser, Noteholder to instruct the Trustee to make withdrawals and payments from the Pledged Accounts for the purpose of permitting the Servicer and the Trustee to carry out their respective duties hereunder; and (iv) the Servicer shall have the power, revocable by the Class B Note Purchasers, to instruct the Trustee to make withdrawals and payments of Class B Available Funds from the Pledged Accounts for the purpose of permitting the Servicer and the Trustee to carry out their respective duties hereunder.

Establishment of Pledged Accounts. (a) The Trustee, on behalf of the Noteholders and the Note PurchasersNoteholder, shall establish and maintain in its own name an Eligible Account (the "COLLECTION ACCOUNT"“Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholders and the Note PurchasersNoteholder. The Collection Account shall initially be established with the Trustee. (b) The Trustee, on behalf of the Noteholders and the Note PurchasersNoteholder, shall establish and maintain in its own name an Eligible Account (the "NOTE DISTRIBUTION ACCOUNT"“Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholders and the Note PurchasersNoteholder. The Note Distribution Account shall initially be established with the Trustee. (c) The Trustee, on behalf of the Noteholder shall establish and maintain in its own name an Eligible Account (the “Principal Funding Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholder. The Principal Funding Account shall initially be established with the Trustee. (d) The Trustee, on behalf of the Noteholder shall establish and maintain in its own name an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholder. The Reserve Account shall initially be established with the Trustee. (e) Funds on deposit in the Collection Account, the Principal Funding Account, the Reserve Account and the Note Distribution Account (collectively, the "PLEDGED ACCOUNTS"“Pledged Accounts”) shall be invested by the Trustee (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer or, after the resignation or termination of CPS Silverleaf as Servicer, by the Controlling Note Purchaser Noteholder (pursuant to standing instructions or otherwise) or, with respect to Eligible Investments related solely to the Class B Available Funds, the Class B Note Purchasers). All such Eligible Investments shall be held by or on behalf of the Trustee for the benefit of the applicable Noteholders and the applicable Note PurchasersNoteholder. Other than as permitted by the Controlling Note PurchaserRating Agency and the Noteholder, funds on deposit in any Pledged Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Settlement Date. Funds deposited in a Pledged Account on the day immediately preceding a Settlement Date upon the maturity of any Eligible Investments are not required to be invested overnight. All Eligible Investments will be held to maturity. Notwithstanding anything herein to the contrary, none of the Class A Note Purchaser or the Class A Noteholders shall have any right, title or interest in, or any right to direct the Trustee with respect to, any Class B Available Funds (or Eligible Investments or Investment Earnings related thereto) on deposit from time to time in the Pledged Accounts. (df) All investment earnings of moneys deposited in the Pledged Accounts shall be deposited (or caused to be deposited) by the Trustee in the Collection Account for distribution pursuant to SECTION Section 5.7(a) and, with respect to Investment Earnings related solely to the Class B Available Funds, SECTION 5.7(b), as applicable, and any loss resulting from such investments shall be charged to such account. The Servicer will shall not direct the Trustee to make any investment of any funds held in any of the Pledged Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trustee to make any such investment, if requested by the Trustee, the Servicer shall deliver to the Trustee an Opinion of Counsel, acceptable to the Trustee, to such effect. (eg) The Trustee shall not in any way be held liable by reason of any insufficiency in any of the Pledged Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee's negligence or ’s negligence, bad faith or willful misconduct or its failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity as principal obligor and not as trusteeTrustee, in accordance with their terms. (fh) If (i) the Servicer or the Controlling Note Purchaser or, solely with respect to the Class B Available Funds, the Class B Note PurchasersNoteholder, as applicable, shall have failed to give investment directions for any funds on deposit in the Pledged Accounts to the Trustee by 1:00 p.m. Eastern Time (or such other time as may be agreed by the Purchaser and Trustee) on any Business Day; or (ii) an Event of Default shall have occurred and be continuing under with respect to the Indenture Note but the Notes Note shall not have been declared due and payable, or, if the Notes Note shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Receivables and the Other Conveyed Property are being applied as if there had not been such a declaration; then the Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Pledged Accounts in an Eligible Investment described in PARAGRAPH paragraph (A) OR (Ff) of the definition thereof. (gi) The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Pledged Accounts and in all proceeds thereof (including all Investment Earnings on the Pledged Accounts) and all such funds, investments, proceeds and income shall be part of the Other Conveyed Property and the Collateral, except that any such funds, investments, proceeds and income that relate to the Class B Available Funds shall be solely part of the Additional Class B CollateralProperty. Except as otherwise provided herein, the Pledged Accounts shall be under the sole dominion and control of the Trustee for the benefit of the Noteholders and the Note Purchasers; provided, however, that none of the Class A Note Purchaser or the Class A Noteholders shall have any right, title or interest in any Class B Available Funds (or Eligible Investments or Investment Earnings related thereto) on deposit from time to time in the Pledged AccountsNoteholder. If at any time any of the Pledged Accounts ceases to be an Eligible Account, the Trustee Servicer with the consent of the Controlling Note Purchaser Noteholder shall within five Business Days establish a new Pledged Account as an Eligible Account and shall transfer any cash and/or any investments from the Pledged Account that is no longer an Eligible Account to such new Pledged Account. The Trustee Servicer shall promptly notify the ServicerRating Agency, each Note Purchaser the Trustee and each the Noteholder of any change in the location of any of the aforementioned accounts. In connection with the foregoing, the Trustee Servicer agrees that, in the event that any of the Pledged Accounts are not accounts with the Trustee, the Trustee Servicer shall notify the Servicer, each Note Purchaser Trustee and each the Noteholder in writing promptly upon any of such Pledged Accounts ceasing to be an Eligible Account. (hj) The parties agree that each Pledged Account is a “securities account” within the meaning of Article 8 of the UCC and that all property (including without limitation all uninvested funds, securities and other investment property) at any time deposited in or carried in or credited to the Pledged Accounts shall be treated as “financial assets” within the meaning of Article 8 of the UCC. The Account Intermediary agrees that (i) it is a “securities intermediary” within the meaning of Article 8 of the UCC and will at all times act in such capacity with respect to the Pledged Accounts and (B) the Trustee is the entitlement holder of the Pledged Accounts. The parties agree that the Account Intermediary shall follow all “entitlement orders” (as such term is defined in Article 8 of the UCC) originated by the Trustee with respect to the Pledged Accounts and all financial assets deposited or carried in or credited to any Pledged Account. Notwithstanding anything to the contrary herein or in any other document relating to a Trust Pledged Account, the "“securities intermediary's ’s jurisdiction" ” (within the meaning of Section 8-110 of the UCC) or the "bank's jurisdiction" (with the meaning of 9-304 of the UCC) as applicable, with respect to each Pledged Account and any security entitlements to financial assets credited thereto shall be the State of New York. (ik) With respect to the Pledged Account Property, the Trustee agrees that: (i) any Pledged Account Property that is held in deposit accounts shall be held solely in an Eligible Account; and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Trustee and the Trustee shall have sole signature authority with respect thereto; (ii) any Pledged Account Property shall be delivered to the Trustee in accordance with the definition of "DELIVERY";“Delivery”; and (iii) except as provided in clause (iv) below, the Servicer shall have the power, revocable by the Controlling Note Purchaser, Noteholder to instruct the Trustee to make withdrawals and payments from the Pledged Accounts for the purpose of permitting the Servicer and the Trustee to carry out their respective duties hereunder; and (iv) the Servicer shall have the power, revocable by the Class B Note Purchasers, to instruct the Trustee to make withdrawals and payments of Class B Available Funds from the Pledged Accounts for the purpose of permitting the Servicer and the Trustee to carry out their respective duties hereunder.

Establishment of Pledged Accounts. (a) The Trustee, on behalf of the Noteholders and the Note PurchasersNoteholder, shall establish and maintain in its own name an Eligible Account (the "COLLECTION ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholders and the Note PurchasersNoteholder. The Collection Account shall initially be established with the Trustee. (b) The Trustee, on behalf of the Noteholders and the Note PurchasersNoteholder, shall establish and maintain in its own name an Eligible Account (the "NOTE DISTRIBUTION ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholders and the Note PurchasersNoteholder. The Note Distribution Account shall initially be established with the Trustee. (c) The Trustee, on behalf of the Noteholder shall establish and maintain in its own name an Eligible Account (the "PRINCIPAL FUNDING ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholder. The Principal Funding Account shall initially be established with the Trustee. (d) The Trustee, on behalf of the Noteholder shall establish and maintain in its own name an Eligible Account (the "RESERVE ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholder. The Reserve Account shall initially be established with the Trustee. (e) Funds on deposit in the Collection Account, the Principal Funding Account, the Reserve Account and the Note Distribution Account (collectively, the "PLEDGED ACCOUNTS") shall be invested by the Trustee (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer or, after the resignation or termination of CPS as Servicer, by the Controlling Note Purchaser Party (pursuant to standing instructions or otherwise) or, with respect to Eligible Investments related solely to the Class B Available Funds, the Class B Note Purchasers). All such Eligible Investments shall be held by or on behalf of the Trustee for the benefit of the applicable Noteholders and the applicable Note PurchasersNoteholder. Other than as permitted by the Rating Agencies and the Controlling Note PurchaserParty, funds on deposit in any Pledged Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Settlement Draw Date. Funds deposited in a Pledged Account on the day immediately preceding a Settlement Date upon the maturity of any Eligible Investments are not required to be invested overnight. All Eligible Investments will be held to maturity. Notwithstanding anything herein to the contrary, none of the Class A Note Purchaser or the Class A Noteholders shall have any right, title or interest in, or any right to direct the Trustee with respect to, any Class B Available Funds (or Eligible Investments or Investment Earnings related thereto) on deposit from time to time in the Pledged Accounts. (df) All investment earnings of moneys deposited in the Pledged Accounts shall be deposited (or caused to be deposited) by the Trustee in the Collection Account for distribution pursuant to SECTION 5.7(a) and, with respect to Investment Earnings related solely to the Class B Available Funds, SECTION 5.7(b), as applicable, and any loss resulting from such investments shall be charged to such account. The Servicer will not direct the Trustee to make any investment of any funds held in any of the Pledged Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trustee to make any such investment, if requested by the Trustee, the Servicer shall deliver to the Trustee an Opinion of Counsel, acceptable to the Trustee, to such effect. (eg) The Trustee shall not in any way be held liable by reason of any insufficiency in any of the Pledged Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee's negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (fh) If (i) the Servicer or the Controlling Note Purchaser or, solely with respect to the Class B Available Funds, the Class B Note PurchasersParty, as applicable, shall have failed to give investment directions for any funds on deposit in the Pledged Accounts to the Trustee by 1:00 p.m. Eastern Time (or such other time as may be agreed by the Purchaser and Trustee) on any Business Day; or (ii) an Event of Default shall have occurred and be continuing under with respect to the Indenture Note but the Notes Note shall not have been declared due and payable, or, if the Notes Note shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Receivables and the Other Conveyed Property are being applied as if there had not been such a declaration; then the Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Pledged Accounts in an Eligible Investment described in PARAGRAPH (Af) OR (F) of the definition thereof. (gi) The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Pledged Accounts and in all proceeds thereof (including all Investment Earnings on the Pledged Accounts) and all such funds, investments, proceeds and income shall be part of the Other Conveyed Property and the Collateral, except that any such funds, investments, proceeds and income that relate to the Class B Available Funds shall be solely part of the Additional Class B CollateralProperty. Except as otherwise provided herein, the Pledged Accounts shall be under the sole dominion and control of the Trustee for the benefit of the Noteholders and the Note Purchasers; provided, however, that none of the Class A Note Purchaser or the Class A Noteholders shall have any right, title or interest in any Class B Available Funds (or Eligible Investments or Investment Earnings related thereto) on deposit from time to time in the Pledged AccountsNoteholder. If at any time any of the Pledged Accounts ceases to be an Eligible Account, the Trustee Servicer with the consent of the Controlling Note Purchaser Party shall within five Business Days establish a new Pledged Account as an Eligible Account and shall transfer any cash and/or any investments from the Pledged Account that is no longer an Eligible Account to such new Pledged Account. The Trustee Servicer shall promptly notify the ServicerRating Agencies, each Note Purchaser the Trustee and each Noteholder the Controlling Party of any change in the location of any of the aforementioned accounts. In connection with the foregoing, the Trustee Servicer agrees that, in the event that any of the Pledged Accounts are not accounts with the Trustee, the Trustee Servicer shall notify the Servicer, each Note Purchaser Trustee and each Noteholder the Controlling Party in writing promptly upon any of such Pledged Accounts ceasing to be an Eligible Account. (hj) Notwithstanding anything to the contrary herein or in any other document relating to a Trust Account, the "securities intermediary's jurisdiction" (within the meaning of Section 8-110 of the UCC) or the "bank's jurisdiction" (with the meaning of 9-304 of the UCC) as applicable, with respect to each Pledged Account shall be the State of New York. (ik) With respect to the Pledged Account Property, the Trustee agrees that: (i) any Pledged Account Property that is held in deposit accounts shall be held solely in an Eligible Account; and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Trustee and the Trustee shall have sole signature authority with respect thereto; (ii) any Pledged Account Property shall be delivered to the Trustee in accordance with the definition of "DELIVERY";; and (iii) except as provided in clause (iv) below, the Servicer shall have the power, revocable by the Controlling Note PurchaserParty, to instruct the Trustee to make withdrawals and payments from the Pledged Accounts for the purpose of permitting the Servicer and the Trustee to carry out their respective duties hereunder; and (iv) the Servicer shall have the power, revocable by the Class B Note Purchasers, to instruct the Trustee to make withdrawals and payments of Class B Available Funds from the Pledged Accounts for the purpose of permitting the Servicer and the Trustee to carry out their respective duties hereunder.

Establishment of Pledged Accounts. (a) The Trustee, on behalf of the Noteholders and the Note Purchasers, Servicer shall establish and maintain in its own name an Eligible with the Account Bank a segregated account (the "COLLECTION ACCOUNT")“Collection Account”) in the name of the Purchaser, clearly bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee Collateral Agent on behalf of the Noteholders and the Note PurchasersSecured Parties. The Collection Account shall initially be established with the TrusteeAccount Bank. (b) The Trustee, on behalf of the Noteholders and the Note Purchasers, Servicer shall establish and maintain in its own name an Eligible with the Account Bank a segregated account (the "NOTE DISTRIBUTION ACCOUNT")“Distribution Account”) in the name of the Purchaser, clearly bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee Collateral Agent on behalf of the Noteholders and the Note PurchasersSecured Parties. The Note Distribution Account shall initially be established with the TrusteeAccount Bank and may be a sub-account of the Collection Account. (c) [Reserved]. (d) The Servicer shall establish and maintain with the Account Bank a segregated account (the “Reserve Account”) in the name of the Purchaser, clearly bearing a designation clearly indicating that the funds deposited therein are held for the benefit of Collateral Agent on behalf of the Secured Parties. The Reserve Account shall initially be established with the Account Bank and may be a sub-account of the Collection Account. (e) [Reserved]. (f) Funds on deposit in the Collection Account, the Distribution Account and the Note Distribution Reserve Account (collectively, the "PLEDGED ACCOUNTS"“Pledged Accounts”) shall be invested by the Trustee Account Bank (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer or, after the resignation or termination of CPS as Servicer, by the Controlling Note Purchaser Instructing Party (pursuant to standing instructions or otherwise) or, with respect to Eligible Investments related solely to the Class B Available Funds, the Class B Note Purchasers). All such Eligible Investments shall be held by or on behalf of the Trustee Account Bank for the benefit of Collateral Agent on behalf of the applicable Noteholders and the applicable Note PurchasersSecured Parties. Other than as permitted by the Controlling Note PurchaserAdministrative Agent, funds on deposit in any Pledged Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Settlement Date. Funds deposited in a Pledged Account on the day immediately preceding a Settlement Date upon the maturity of any Eligible Investments are not required to be invested overnight. All Eligible Investments will be held to maturity. Notwithstanding anything herein to the contrary, none of the Class A Note Purchaser or the Class A Noteholders shall have any right, title or interest in, or any right to direct the Trustee with respect to, any Class B Available Funds (or Eligible Investments or Investment Earnings related thereto) on deposit from time to time in the Pledged Accounts. (dg) All investment earnings of moneys deposited in the Pledged Accounts shall be deposited (or caused to be deposited) by the Trustee Account Bank in the Collection Account as Available Funds for distribution pursuant to SECTION 5.7(a) and, with respect to Investment Earnings related solely to the Class B Available Funds, SECTION 5.7(b), as applicableSection 5.7, and any loss resulting from such investments shall be charged to such account. The Servicer will not direct the Trustee Account Bank to make any investment of any funds held in any of the Pledged Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trustee Account Bank to make any such investment, if requested by the TrusteeAccount Bank, the Servicer shall deliver to the Trustee Account Bank an Opinion of Counsel, acceptable to the TrusteeAccount Bank, to such effect. The Seller waives any restriction or obligation imposed on the Purchaser or the Account Bank by Sections 9-207(c)(1) and 9-207(c)(2) of the UCC, and the Purchaser waives any restriction or obligation imposed on the Account Bank by Sections 9-207(c)(1) and 9-207(c)(2) of the UCC. (eh) The Trustee Account Bank shall not in any way be held liable by reason of any insufficiency in any of the Pledged Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee's Account Bank’s negligence or bad faith or its failure to make payments on such Eligible Investments issued by the TrusteeAccount Bank, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (fi) If (i) the Servicer or the Controlling Note Purchaser or, solely with respect to the Class B Available Funds, the Class B Note PurchasersAdministrative Agent, as applicable, shall have failed to give investment directions for any funds on deposit in the Pledged Accounts to the Trustee Account Bank by 1:00 p.m. Eastern Time (or such other time as may be agreed by the Purchaser Administrative Agent and Trusteethe Account Bank) on any Business Day; or (ii) an Event of Default shall have occurred and be continuing under the Indenture but the Notes Loans shall not have been declared due and payable, or, if the Notes Loans shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Receivables and the Other Conveyed Property are being applied as if there had not been such a declaration; then the Trustee Account Bank shall, to the fullest extent practicable, invest and reinvest funds in the Pledged Accounts in an Eligible Investment described in PARAGRAPH paragraph (Aa) OR or (Ff) of the definition thereof. (gj) The Trustee Collateral Agent shall possess all right, title and interest in all funds on deposit from time to time in the Pledged Accounts and in all proceeds thereof (including all Investment Earnings on the Pledged Accounts) and all such funds, investments, proceeds and income shall be part of the Other Conveyed Property and the Collateral, except that any such funds, investments, proceeds and income that relate to the Class B Available Funds shall be solely part of the Additional Class B Collateral. Except as otherwise provided herein, the Pledged Accounts shall be under the sole dominion and control of the Trustee Collateral Agent for the benefit of the Noteholders and the Note Purchasers; provided, however, that none of the Class A Note Purchaser or the Class A Noteholders shall have any right, title or interest in any Class B Available Funds (or Eligible Investments or Investment Earnings related thereto) on deposit from time to time in the Pledged AccountsSecured Parties. If at any time any of the Pledged Accounts ceases to be an Eligible Account, the Trustee Servicer with the consent of the Controlling Note Purchaser Administrative Agent shall within five Business Days establish a new Pledged Account as an Eligible Account and the Account Bank shall transfer any cash and/or any investments from the Pledged Account that is no longer an Eligible Account to such new Pledged Account. The Trustee Account Bank shall promptly notify the Servicer, each Note Purchaser the Administrative Agent and each Noteholder Standard & Poor’s of any change in the location of any of the aforementioned accounts. In connection with the foregoing, the Trustee Account Bank agrees that, in the event that any of the Pledged Accounts are not accounts with the Trustee, the Trustee it shall notify the Servicer, each Note Purchaser the Administrative Agent and each Noteholder Standard & Poor’s in writing promptly upon any of such Pledged Accounts ceasing to be an Eligible Account. If the short-term deposit rating of Xxxxx Fargo Bank, National Association is not at least “A-1+” by Standard & Poor’s and “Prime-1” by Xxxxx’x, then the Administrative Agent shall have the right, upon written notice delivered to the Servicer and the Account Bank, to direct the Servicer to establish within five Business Days new Pledged Accounts at a replacement Account Bank and Xxxxx Fargo Bank, National Association, shall transfer any cash and/or any investments from all existing Pledged Accounts to such new Pledged Accounts at the successor Account Bank. (hk) Notwithstanding anything to the contrary herein or in any other document relating to a Trust Pledged Account, the "“securities intermediary's ’s jurisdiction" ” (within the meaning of Section 8-110 of the UCC) or the "“bank's ’s jurisdiction" ” (with the meaning of 9-304 of the UCC) as applicable, with respect to each Pledged Account shall be the State of New York. (il) With respect to the Pledged Account Property, the Trustee Account Bank agrees that: (i) any Pledged Account Property that is held in deposit accounts shall be held solely in an Eligible Account; and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Trustee Collateral Agent and the Trustee Collateral Agent shall have sole signature authority with respect thereto; (ii) any Pledged Account Property shall be delivered to the Trustee Collateral Agent in accordance with the definition of "DELIVERY"“Delivery”; (iii) except the Administrative Agent shall have the power to instruct the Account Bank to make withdrawals and payments from the Pledged Accounts in accordance with Section 5.7 and as provided in clause otherwise permitted by the Loan Documents; and (iv) belownone of the Seller, the Servicer or the Purchaser shall have the power, revocable by the Controlling Note Purchaser, any power to instruct the Trustee Account Bank to make withdrawals and payments from the Pledged Accounts for the purpose of permitting the Servicer and the Trustee to carry out their respective duties hereunder; and (iv) the Servicer shall have the power, revocable by the Class B Note Purchasers, to instruct the Trustee to make withdrawals and payments of Class B Available Funds from the Pledged Accounts for the purpose of permitting the Servicer and the Trustee to carry out their respective duties hereunderany purpose.

Establishment of Pledged Accounts. (a) The Trustee, on behalf of the Noteholders and the Note PurchasersNoteholder, shall establish and maintain in its own name an Eligible Account (the "COLLECTION ACCOUNTCollection Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholders and the Note PurchasersNoteholder. The Collection Account shall initially be established with the Trustee. (b) The Trustee, on behalf of the Noteholders and the Note PurchasersNoteholder, shall establish and maintain in its own name an Eligible Account (the "NOTE DISTRIBUTION ACCOUNTNote Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholders and the Note PurchasersNoteholder. The Note Distribution Account shall initially be established with the Trustee. (c) The Trustee, on behalf of the Noteholder shall establish and maintain in its own name an Eligible Account (the "Principal Funding Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholder. The Principal Funding Account shall initially be established with the Trustee. (d) The Trustee, on behalf of the Noteholder shall establish and maintain in its own name an Eligible Account (the "Reserve Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholder. The Reserve Account shall initially be established with the Trustee. (e) Funds on deposit in the Collection Account, the Principal Funding Account, the Reserve Account and the Note Distribution Account (collectively, the "PLEDGED ACCOUNTSPledged Accounts") shall be invested by the Trustee (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer or, after the resignation or termination of CPS Silverleaf as Servicer, by the Controlling Note Purchaser Noteholder (pursuant to standing instructions or otherwise) or, with respect to Eligible Investments related solely to the Class B Available Funds, the Class B Note Purchasers). All such Eligible Investments shall be held by or on behalf of the Trustee for the benefit of the applicable Noteholders and the applicable Note PurchasersNoteholder. Other than as permitted by the Controlling Note PurchaserRating Agency and the Noteholder, funds on deposit in any Pledged Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Settlement Date. Funds deposited in a Pledged Account on the day immediately preceding a Settlement Date upon the maturity of any Eligible Investments are not required to be invested overnight. All Eligible Investments will be held to maturity. Notwithstanding anything herein to the contrary, none of the Class A Note Purchaser or the Class A Noteholders shall have any right, title or interest in, or any right to direct the Trustee with respect to, any Class B Available Funds (or Eligible Investments or Investment Earnings related thereto) on deposit from time to time in the Pledged Accounts. (df) All investment earnings of moneys deposited in the Pledged Accounts shall be deposited (or caused to be deposited) by the Trustee in the Collection Account for distribution pursuant to SECTION Section 5.7(a) and, with respect to Investment Earnings related solely to the Class B Available Funds, SECTION 5.7(b), as applicable, and any loss resulting from such investments shall be charged to such account. The Servicer will shall not direct the Trustee to make any investment of any funds held in any of the Pledged Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trustee to make any such investment, if requested by the Trustee, the Servicer shall deliver to the Trustee an Opinion of Counsel, acceptable to the Trustee, to such effect. (eg) The Trustee shall not in any way be held liable by reason of any insufficiency in any of the Pledged Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee's negligence or negligence, bad faith or willful misconduct or its failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity as principal obligor and not as trusteeTrustee, in accordance with their terms. (fh) If (i) the Servicer or the Controlling Note Purchaser or, solely with respect to the Class B Available Funds, the Class B Note PurchasersNoteholder, as applicable, shall have failed to give investment directions for any funds on deposit in the Pledged Accounts to the Trustee by 1:00 p.m. Eastern Time (or such other time as may be agreed by the Purchaser and Trustee) on any Business Day; or (ii) an Event of Default shall have occurred and be continuing under with respect to the Indenture Note but the Notes Note shall not have been declared due and payable, or, if the Notes Note shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Receivables and the Other Conveyed Property are being applied as if there had not been such a declaration; then the Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Pledged Accounts in an Eligible Investment described in PARAGRAPH paragraph (A) OR (Ff) of the definition thereof. (gi) The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Pledged Accounts and in all proceeds thereof (including all Investment Earnings on the Pledged Accounts) and all such funds, investments, proceeds and income shall be part of the Other Conveyed Property and the Collateral, except that any such funds, investments, proceeds and income that relate to the Class B Available Funds shall be solely part of the Additional Class B CollateralProperty. Except as otherwise provided herein, the Pledged Accounts shall be under the sole dominion and control of the Trustee for the benefit of the Noteholders and the Note Purchasers; provided, however, that none of the Class A Note Purchaser or the Class A Noteholders shall have any right, title or interest in any Class B Available Funds (or Eligible Investments or Investment Earnings related thereto) on deposit from time to time in the Pledged AccountsNoteholder. If at any time any of the Pledged Accounts ceases to be an Eligible Account, the Trustee Servicer with the consent of the Controlling Note Purchaser Noteholder shall within five Business Days establish a new Pledged Account as an Eligible Account and shall transfer any cash and/or any investments from the Pledged Account that is no longer an Eligible Account to such new Pledged Account. The Trustee Servicer shall promptly notify the ServicerRating Agency, each Note Purchaser the Trustee and each the Noteholder of any change in the location of any of the aforementioned accounts. In connection with the foregoing, the Trustee Servicer agrees that, in the event that any of the Pledged Accounts are not accounts with the Trustee, the Trustee Servicer shall notify the Servicer, each Note Purchaser Trustee and each the Noteholder in writing promptly upon any of such Pledged Accounts ceasing to be an Eligible Account. (hj) The parties agree that each Pledged Account is a "securities account" within the meaning of Article 8 of the UCC and that all property (including without limitation all uninvested funds, securities and other investment property) at any time deposited in or carried in or credited to the Pledged Accounts shall be treated as "financial assets" within the meaning of Article 8 of the UCC. The Account Intermediary agrees that (i) it is a "securities intermediary" within the meaning of Article 8 of the UCC and will at all times act in such capacity with respect to the Pledged Accounts and (B) the Trustee is the entitlement holder of the Pledged Accounts. The parties agree that the Account Intermediary shall follow all "entitlement orders" (as such term is defined in Article 8 of the UCC) originated by the Trustee with respect to the Pledged Accounts and all financial assets deposited or carried in or credited to any Pledged Account. Notwithstanding anything to the contrary herein or in any other document relating to a Trust Pledged Account, the "securities intermediary's jurisdiction" (within the meaning of Section 8-110 of the UCC) or the "bank's jurisdiction" (with the meaning of 9-304 of the UCC) as applicable, with respect to each Pledged Account and any security entitlements to financial assets credited thereto shall be the State of New York. (ik) With respect to the Pledged Account Property, the Trustee agrees that: (i) any Pledged Account Property that is held in deposit accounts shall be held solely in an Eligible Account; and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Trustee and the Trustee shall have sole signature authority with respect thereto; (ii) any Pledged Account Property shall be delivered to the Trustee in accordance with the definition of "DELIVERYDelivery";; and (iii) except as provided in clause (iv) below, the Servicer shall have the power, revocable by the Controlling Note Purchaser, Noteholder to instruct the Trustee to make withdrawals and payments from the Pledged Accounts for the purpose of permitting the Servicer and the Trustee to carry out their respective duties hereunder; and (iv) the Servicer shall have the power, revocable by the Class B Note Purchasers, to instruct the Trustee to make withdrawals and payments of Class B Available Funds from the Pledged Accounts for the purpose of permitting the Servicer and the Trustee to carry out their respective duties hereunder.

Establishment of Pledged Accounts. (a) The Trustee, on behalf of the Noteholders Noteholder and the Note PurchasersInsurer, shall establish and maintain in its own name an Eligible Account (the "COLLECTION ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholders Noteholder and the Note PurchasersInsurer. The Collection Account shall initially be established with the Trustee. (b) The Trustee, on behalf of the Noteholders Noteholder and the Note PurchasersInsurer, shall establish and maintain in its own name an Eligible Account (the "NOTE DISTRIBUTION ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholders Noteholder and the Note PurchasersInsurer. The Note Distribution Account shall initially be established with the Trustee. (c) The Trustee, on behalf of the Noteholder and the Insurer shall establish and maintain in its own name an Eligible Account (the "PRINCIPAL FUNDING ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholder and the Insurer. The Principal Funding Account shall initially be established with the Trustee. (d) The Trustee, on behalf of the Noteholder and the Insurer shall establish and maintain in its own name an Eligible Account (the "RESERVE ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholder and the Insurer. The Reserve Account shall initially be established with the Trustee. (e) Funds on deposit in the Collection Account, the Principal Funding Account, the Reserve Account and the Note Distribution Account (collectively, the "PLEDGED ACCOUNTS") shall be invested by the Trustee (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer or, after the resignation or termination of CPS as ServicerSST Assumption Date, by the Controlling Note Purchaser Party (pursuant to standing instructions or otherwise) or, with respect to Eligible Investments related solely to the Class B Available Funds, the Class B Note Purchasers). All such Eligible Investments shall be held by or on behalf of the Trustee for the benefit of the applicable Noteholders Noteholder and the applicable Note PurchasersInsurer, as applicable. Other than as permitted by the Rating Agencies and the Controlling Note PurchaserParty, funds on deposit in any Pledged Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Settlement Draw Date. Funds deposited in a Pledged Account on the day immediately preceding a Settlement Date upon the maturity of any Eligible Investments are not required to be invested overnight. All Eligible Investments will be held to maturity. Notwithstanding anything herein to the contrary, none of the Class A Note Purchaser or the Class A Noteholders shall have any right, title or interest in, or any right to direct the Trustee with respect to, any Class B Available Funds (or Eligible Investments or Investment Earnings related thereto) on deposit from time to time in the Pledged Accounts. (df) All investment earnings of moneys deposited in the Pledged Accounts shall be deposited (or caused to be deposited) by the Trustee in the Collection Account for distribution pursuant to SECTION 5.7(a) and, with respect to Investment Earnings related solely to the Class B Available Funds, SECTION 5.7(b), as applicable, and any loss resulting from such investments shall be charged to such account. The Servicer will not direct the Trustee to make any investment of any funds held in any of the Pledged Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trustee to make any such investment, if requested by the Trustee, the Servicer shall deliver to the Trustee an Opinion of Counsel, acceptable to the Trustee, to such effect. (eg) The Trustee shall not in any way be held liable by reason of any insufficiency in any of the Pledged Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee's negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (fh) If (i) the Servicer or the Controlling Note Purchaser or, solely with respect to the Class B Available Funds, the Class B Note PurchasersParty, as applicable, shall have failed to give investment directions for any funds on deposit in the Pledged Accounts to the Trustee by 1:00 p.m. Eastern Time (or such other time as may be agreed by the Purchaser and Trustee) on any Business Day; or (ii) an Event of Default shall have occurred and be continuing under with respect to the Indenture Note but the Notes Note shall not have been declared due and payable, or, if the Notes Note shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Receivables and the Other Conveyed Property are being applied as if there had not been such a declaration; then the Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Pledged Accounts in an Eligible Investment described in PARAGRAPH (Af) OR (F) of the definition thereof. (gi) The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Pledged Accounts and in all proceeds thereof (including all Investment Earnings on the Pledged Accounts) and all such funds, investments, proceeds and income shall be part of the Other Conveyed Property and the Collateral, except that any such funds, investments, proceeds and income that relate to the Class B Available Funds shall be solely part of the Additional Class B CollateralProperty. Except as otherwise provided herein, the Pledged Accounts shall be under the sole dominion and control of the Trustee for the benefit of the Noteholders Noteholder and the Note Purchasers; provided, however, that none of the Class A Note Purchaser or the Class A Noteholders shall have any right, title or interest in any Class B Available Funds (or Eligible Investments or Investment Earnings related thereto) on deposit from time to time in the Pledged AccountsInsurer. If at any time any of the Pledged Accounts ceases to be an Eligible Account, the Trustee Servicer with the consent of the Controlling Note Purchaser Party shall within five Business Days establish a new Pledged Account as an Eligible Account and shall transfer any cash and/or any investments from the Pledged Account that is no longer an Eligible Account to such new Pledged Account. The Trustee Servicer shall promptly notify the ServicerRating Agencies, each Note Purchaser the Trustee and each Noteholder the Insurer of any change in the location of any of the aforementioned accounts. In connection with the foregoing, the Trustee Servicer agrees that, in the event that any of the Pledged Accounts are not accounts with the Trustee, the Trustee Servicer shall notify the Servicer, each Note Purchaser Trustee and each Noteholder the Insurer in writing promptly upon any of such Pledged Accounts ceasing to be an Eligible Account. (hj) Notwithstanding anything to the contrary herein or in any other document relating to a Trust Account, the "securities intermediary's jurisdiction" (within the meaning of Section 8-110 of the UCC) or the "bank's jurisdiction" (with the meaning of 9-304 of the UCC) as applicable, with respect to each Pledged Account shall be the State of New York. (ik) With respect to the Pledged Account Property, the Trustee agrees that: (i) any Pledged Account Property that is held in deposit accounts shall be held solely in an Eligible Account; and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Trustee and the Trustee shall have sole signature authority with respect thereto;; and (ii) any Pledged Account Property shall be delivered to the Trustee in accordance with the definition of "DELIVERY";. (iii) except as provided in clause (iv) below, the Servicer shall have the power, revocable by the Controlling Note Purchaser, Party to instruct the Trustee to make withdrawals and payments from the Pledged Accounts for the purpose of permitting the Servicer and the Trustee to carry out their respective duties hereunder; and (iv) the Servicer shall have the power, revocable by the Class B Note Purchasers, to instruct the Trustee to make withdrawals and payments of Class B Available Funds from the Pledged Accounts for the purpose of permitting the Servicer and the Trustee to carry out their respective duties hereunder.

Establishment of Pledged Accounts. (a) The Trustee, on behalf of the Noteholders and the Note Purchasers, shall establish and maintain in its own name an Eligible Account (the "COLLECTION ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholders and the Note Purchasers. The Collection Account shall initially be established with the Trustee. (b) The Trustee, on behalf of the Noteholders and the Note Purchasers, shall establish and maintain in its own name an Eligible Account (the "NOTE DISTRIBUTION ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholders and the Note Purchasers. The Note Distribution Account shall initially be established with the Trustee. (c) The Trustee, on behalf of the Noteholders and the Note Purchasers, shall maintain in its own name an Eligible Account (the "PRINCIPAL FUNDING ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholders and the Note Purchasers. The Principal Funding Account shall initially be established with the Trustee. (d) Funds on deposit in the Collection Account, the Note Distribution Account and the Note Distribution Principal Funding Account (collectively, the "PLEDGED ACCOUNTS") shall be invested by the Trustee (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer or, after the resignation or termination of CPS as Servicer, by the Controlling Note Purchaser (pursuant to standing instructions or otherwise) or, with respect to Eligible Investments related solely to the Class B Available Funds, the Class B Note Purchasers. All such Eligible Investments shall be held by or on behalf of the Trustee for the benefit of the applicable Noteholders and the applicable Note Purchasers. Other than as permitted by the Controlling Note Purchaser, funds on deposit in any Pledged Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Settlement Date. Funds deposited in a Pledged Account on the day immediately preceding a Settlement Date upon the maturity of any Eligible Investments are not required to be invested overnight. All Eligible Investments will be held to maturity. Notwithstanding anything herein to the contrary, none of the Class A Note Purchaser or the Class A Noteholders shall have any right, title or interest in, or any right to direct the Trustee with respect to, any Class B Available Funds (or Eligible Investments or Investment Earnings related thereto) on deposit from time to time in the Pledged Accounts. (de) All investment earnings of moneys deposited in the Pledged Accounts shall be deposited (or caused to be deposited) by the Trustee in the Collection Account for distribution pursuant to SECTION 5.7(a) and, with respect to Investment Earnings related solely to the Class B Available Funds, SECTION 5.7(b), as applicable, and any loss resulting from such investments shall be charged to such account. The Servicer will not direct the Trustee to make any investment of any funds held in any of the Pledged Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trustee to make any such investment, if requested by the Trustee, the Servicer shall deliver to the Trustee an Opinion of Counsel, acceptable to the Trustee, to such effect. (ef) The Trustee shall not in any way be held liable by reason of any insufficiency in any of the Pledged Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee's negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (fg) If (i) the Servicer or the Controlling Note Purchaser or, solely with respect to the Class B Available Funds, the Class B Note Purchasers, as applicable, shall have failed to give investment directions for any funds on deposit in the Pledged Accounts to the Trustee by 1:00 p.m. Eastern Time (or such other time as may be agreed by the Purchaser and Trustee) on any Business Day; or (ii) an Event of Default shall have occurred and be continuing under the Indenture but the Notes shall not have been declared due and payable, or, if the Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Receivables and the Other Conveyed Property are being applied as if there had not been such a declaration; then the Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Pledged Accounts in an Eligible Investment described in PARAGRAPH (Aa) OR (Ff) of the definition thereof. (gh) The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Pledged Accounts and in all proceeds thereof (including all Investment Earnings on the Pledged Accounts) and all such funds, investments, proceeds and income shall be part of the Other Conveyed Property and the Collateral, except that any such funds, investments, proceeds and income that relate to the Class B Available Funds shall be solely part of the Additional Class B Collateral. Except as otherwise provided herein, the Pledged Accounts shall be under the sole dominion and control of the Trustee for the benefit of the Noteholders and the Note Purchasers; provided, however, that none of the Class A Note Purchaser or the Class A Noteholders shall have any right, title or interest in any Class B Available Funds (or Eligible Investments or Investment Earnings related thereto) on deposit from time to time in the Pledged Accounts. If at any time any of the Pledged Accounts ceases to be an Eligible Account, the Trustee with the consent of the Controlling Note Purchaser shall within five Business Days establish a new Pledged Account as an Eligible Account and shall transfer any cash and/or any investments from the Pledged Account that is no longer an Eligible Account to such new Pledged Account. The Trustee shall promptly notify the Servicer, each Note Purchaser and each Noteholder of any change in the location of any of the aforementioned accounts. In connection with the foregoing, the Trustee agrees that, in the event that any of the Pledged Accounts are not accounts with the Trustee, the Trustee shall notify the Servicer, each Note Purchaser and each Noteholder in writing promptly upon any of such Pledged Accounts ceasing to be an Eligible Account. (hi) Notwithstanding anything to the contrary herein or in any other document relating to a Trust Account, the "securities intermediary's jurisdiction" (within the meaning of Section 8-110 of the UCC) or the "bank's jurisdiction" (with the meaning of 9-304 of the UCC) as applicable, with respect to each Pledged Account shall be the State of New York. (ij) With respect to the Pledged Account Property, the Trustee agrees that: (i) any Pledged Account Property that is held in deposit accounts shall be held solely in an Eligible Account; and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Trustee and the Trustee shall have sole signature authority with respect thereto; (ii) any Pledged Account Property shall be delivered to the Trustee in accordance with the definition of "DELIVERY"; (iii) except as provided in clause (iv) below, the Servicer shall have the power, revocable by the Controlling Note Purchaser, to instruct the Trustee to make withdrawals and payments from the Pledged Accounts for the purpose of permitting the Servicer and the Trustee to carry out their respective duties hereunder; and (iv) the Servicer shall have the power, revocable by the Class B Note Purchasers, to instruct the Trustee to make withdrawals and payments of Class B Available Funds from the Pledged Accounts for the purpose of permitting the Servicer and the Trustee to carry out their respective duties hereunder.

Establishment of Pledged Accounts. (a) The Trustee, on behalf of the Noteholders and the Note PurchasersPurchaser, shall establish and maintain in its own name an Eligible Account (the "COLLECTION ACCOUNTCollection Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholders and the Note PurchasersPurchaser. The Collection Account shall initially be established with the Trustee. (b) The Trustee, on behalf of the Noteholders and the Note PurchasersPurchaser, shall establish and maintain in its own name an Eligible Account (the "NOTE DISTRIBUTION ACCOUNTNote Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholders and the Note PurchasersPurchaser. The Note Distribution Account shall initially be established with the Trustee. (c) The Trustee, on behalf of the Noteholders and the Note Purchaser, shall maintain in its own name an Eligible Account (the "Principal Funding Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholders and the Note Purchaser. The Principal Funding Account shall initially be established with the Trustee. (d) [Reserved] (e) Funds on deposit in the Collection Account, the Principal Funding Account and the Note Distribution Account (collectively, the "PLEDGED ACCOUNTSPledged Accounts") shall be invested by the Trustee (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer or, after the resignation or termination of CPS as Servicer, by the Controlling Note Purchaser (pursuant to standing instructions or otherwise) or, with respect to Eligible Investments related solely to the Class B Available Funds, the Class B Note Purchasers). All such Eligible Investments shall be held by or on behalf of the Trustee for the benefit of the applicable Noteholders and the applicable Note PurchasersPurchaser. Other than as permitted by the Controlling Note Purchaser, funds on deposit in any Pledged Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Settlement Date. Funds deposited in a Pledged Account on the day immediately preceding a Settlement Date upon the maturity of any Eligible Investments are not required to be invested overnight. All Eligible Investments will be held to maturity. Notwithstanding anything herein to the contrary, none of the Class A Note Purchaser or the Class A Noteholders shall have any right, title or interest in, or any right to direct the Trustee with respect to, any Class B Available Funds (or Eligible Investments or Investment Earnings related thereto) on deposit from time to time in the Pledged Accounts. (df) All investment earnings of moneys deposited in the Pledged Accounts shall be deposited (or caused to be deposited) by the Trustee in the Collection Account for distribution pursuant to SECTION Section 5.7(a) and, with respect to Investment Earnings related solely to the Class B Available Funds, SECTION 5.7(b), as applicable, and any loss resulting from such investments shall be charged to such account. The Servicer will not direct the Trustee to make any investment of any funds held in any of the Pledged Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trustee to make any such investment, if requested by the Trustee, the Servicer shall deliver to the Trustee an Opinion of Counsel, acceptable to the Trustee, to such effect. (eg) The Trustee shall not in any way be held liable by reason of any insufficiency in any of the Pledged Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee's negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (fh) If (i) the Servicer or the Controlling Note Purchaser or, solely with respect to the Class B Available Funds, the Class B Note PurchasersPurchaser, as applicable, shall have failed to give investment directions for any funds on deposit in the Pledged Accounts to the Trustee by 1:00 p.m. Eastern Time (or such other time as may be agreed by the Purchaser and Trustee) on any Business Day; or (ii) an Event of Default shall have occurred and be continuing under with respect to the Indenture Notes but the Notes shall not have been declared due and payable, or, if the Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Receivables and the Other Conveyed Property are being applied as if there had not been such a declaration; then the Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Pledged Accounts in an Eligible Investment described in PARAGRAPH paragraph (Af) OR (F) of the definition thereof. (gi) The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Pledged Accounts and in all proceeds thereof (including all Investment Earnings on the Pledged Accounts) and all such funds, investments, proceeds and income shall be part of the Other Conveyed Property and the Collateral, except that any such funds, investments, proceeds and income that relate to the Class B Available Funds shall be solely part of the Additional Class B Collateral. Except as otherwise provided herein, the Pledged Accounts shall be under the sole dominion and control of the Trustee for the benefit of the Noteholders and the Note Purchasers; provided, however, that none of the Class A Note Purchaser or the Class A Noteholders shall have any right, title or interest in any Class B Available Funds (or Eligible Investments or Investment Earnings related thereto) on deposit from time to time in the Pledged AccountsPurchaser. If at any time any of the Pledged Accounts ceases to be an Eligible Account, the Trustee with the consent of the Controlling Note Purchaser shall within five Business Days establish a new Pledged Account as an Eligible Account and shall transfer any cash and/or any investments from the Pledged Account that is no longer an Eligible Account to such new Pledged Account. The Trustee shall promptly notify the Servicer, each the Note Purchaser and each Noteholder the Noteholders of any change in the location of any of the aforementioned accounts. In connection with the foregoing, the Trustee agrees that, in the event that any of the Pledged Accounts are not accounts with the Trustee, the Trustee shall notify the Servicer, each the Note Purchaser and each Noteholder the Noteholders in writing promptly upon any of such Pledged Accounts ceasing to be an Eligible Account. (hj) Notwithstanding anything to the contrary herein or in any other document relating to a Trust Account, the "securities intermediary's jurisdiction" (within the meaning of Section 8-110 of the UCC) or the "bank's jurisdiction" (with the meaning of 9-304 of the UCC) as applicable, with respect to each Pledged Account shall be the State of New York. (ik) With respect to the Pledged Account Property, the Trustee agrees that: (i) any Pledged Account Property that is held in deposit accounts shall be held solely in an Eligible Account; and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Trustee and the Trustee shall have sole signature authority with respect thereto; (ii) any Pledged Account Property shall be delivered to the Trustee in accordance with the definition of "DELIVERYDelivery";; and (iii) except as provided in clause (iv) below, the Servicer shall have the power, revocable by the Controlling Note Purchaser, Purchaser to instruct the Trustee to make withdrawals and payments from the Pledged Accounts for the purpose of permitting the Servicer and the Trustee to carry out their respective duties hereunder; and (iv) the Servicer shall have the power, revocable by the Class B Note Purchasers, to instruct the Trustee to make withdrawals and payments of Class B Available Funds from the Pledged Accounts for the purpose of permitting the Servicer and the Trustee to carry out their respective duties hereunder.