Common use of Establishment of the Collection Account Clause in Contracts

Establishment of the Collection Account. The Servicer shall cause to be established, on or before the Closing Date, with the Collateral Custodian, and maintained in the name of the Administrative Agent as agent for the Secured Parties, with an office or branch of a depository institution or trust company a segregated corporate trust account entitled Collection Account for Wachovia Capital Markets, LLC, as Administrative Agent for the Secured Parties (the “Collection Account”), and the Servicer shall further maintain a subaccount within the Collection Account for the purpose of segregating, within two Business Days of the receipt of any Collections, Principal Collections (the “Principal Collections Account”), over which the Collateral Custodian as agent for the Secured Parties shall have control and from which neither the Originator, Servicer nor the Seller shall have any right of withdrawal except in accordance with Section 2.9(b); provided that at all times such depository institution or trust company shall be acceptable to the Administrative Agent and a depository institution organized under the laws of the United States of America or any one of the States thereof or the District of Columbia (or any domestic branch of a foreign bank), (i) (a) that has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P or “P-1” or better by Mxxxx’x, (b) the parent corporation of which has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P and “P-1” or better by Mxxxx’x or (c) is otherwise acceptable to the Administrative Agent and (ii) whose deposits are insured by the Federal Deposit Insurance Corporation (any such depository institution or trust company, a “Qualified Institution”).

Establishment of the Collection Account. The Servicer shall cause to be established, on or before the Closing Date, with the Collateral Custodian, and maintained in the name of the Administrative Agent as agent for the Secured Parties, with an office or branch of a depository institution or trust company a segregated corporate trust account entitled Collection Account for Wachovia Capital Markets, LLC, as Administrative Agent for the Secured Parties (the “Collection Account”), and the Servicer shall further maintain a subaccount within the Collection Account for the purpose of segregating, within two Business Days of the receipt of any Collections, Principal Collections (the “Principal Collections Account”), over which the Collateral Custodian as agent for the Secured Parties shall have control and from which neither none of the OriginatorOriginators, the Servicer nor or the Seller Sellers shall have any right of withdrawal except other than, at any time upon one Business Day’s notice to the Administrative Agent and the Collateral Custodian, prior to (A) a payment default on the related Loan (such payment default shall mean any failure to make a payment on the date such payment is due and such failure continues for more than one calendar day), (B) a Servicer Default, (C) a Termination Event or (D) an Unmatured Termination Event, in accordance with Section 2.9(b)each case to advance to an Obligor of any Revolving Loan in a given Collection Period prior to the last day of such Collection Period an amount not to exceed the Principal Collections received from such Obligor related to such Revolving Loan during that Collection Period; provided provided, however, that at all times such depository institution or trust company shall be Xxxxx Fargo or another depository institution or trust company acceptable to the Administrative Agent and a depository institution organized under the laws of the United States of America or any one of the States thereof or the District of Columbia (or any domestic branch of a foreign bank), (i) (a) that has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x Xxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P or “P-1” or better by Mxxxx’xXxxxx’x, (b) the parent corporation of which has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x Xxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P and “P-1” or better by Mxxxx’x Xxxxx’x or (c) is otherwise acceptable to the Administrative Agent and (ii) whose deposits are insured by the Federal Deposit Insurance Corporation (any such depository institution or trust company, a “Qualified Institution”).

Establishment of the Collection Account. The Servicer Servicer, for the benefit of the Certificateholders and the other Beneficiaries, shall cause to be established, on or before the Closing Date, with the Collateral Custodian, established and maintained in the name of the Administrative Agent as agent Trust an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the Secured Partiesbenefit of the Certificateholders and the other Beneficiaries (the "Collection Account"). The Trustee shall possess all right, with an office or branch of a depository institution or trust company a segregated corporate trust account entitled title and interest in all funds from time to time on deposit in, and all Eligible Investments credited to, the Collection Account for Wachovia Capital Markets, LLC, as Administrative Agent and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee for the Secured Parties (benefit of the “Certificateholders and the other Beneficiaries. If, at any time, the Collection Account ceases to be an Eligible Deposit Account”), and the Servicer shall further maintain establish a subaccount within substitute Eligible Deposit Account as the Collection Account, instruct the Trustee to transfer any cash and/or any Eligible Investments to such new Collection Account and, from the date any such substitute account is established, such account shall be the Collection Account. Neither the Seller nor the Servicer, nor any person or entity claiming by, through or under the Seller or Servicer, shall have any right, title or interest in, or any right to withdraw any amount from, the Collection Account. Pursuant to the authority granted to the Servicer in Section 3.01, the Servicer shall have the power, revocable by the Trustee, to instruct the Trustee to make withdrawals and payments from the Collection Account for the purpose purposes of segregating, within two Business Days carrying out the Servicer's or Trustee's duties specified in this Agreement. All Eligible Investments shall be held by the Trustee for the benefit of the receipt Certificateholders and the other Beneficiaries. Funds on deposit in the Collection Account shall at the direction of any Collectionsthe Servicer be invested by the Trustee solely in Eligible Investments that will mature so that such funds will be available by 10:00 a.m. on or before the Distribution Date related to the Collection Period in which such funds were received by the Servicer. As of each Determination Date, Principal Collections all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the “Principal Collections Account”), over which the Collateral Custodian as agent for the Secured Parties shall have control and from which neither the Originator, Servicer nor the Seller shall have any right of withdrawal except in accordance with Section 2.9(b); provided that at all times Collection Account received on such depository institution or trust company Determination Date shall be acceptable credited to the Administrative Agent Collection Account. Schedule 2, which is hereby incorporated into and a depository institution organized under made part of this Agreement, identifies the laws Collection Account by setting forth the account number of such account, the account designation of such account and the name of the United States of America or any one of institution with which such account has been established. If a substitute Collection Account is established pursuant to this Section 4.02, the States thereof or the District of Columbia (or any domestic branch of a foreign bank), (i) (a) that has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P or “P-1” or better by Mxxxx’x, (b) the parent corporation of which has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P and “P-1” or better by Mxxxx’x or (c) is otherwise acceptable Servicer shall provide to the Administrative Agent and (ii) whose deposits are insured by Trustee an amended Schedule 2, setting forth the Federal Deposit Insurance Corporation (any relevant information for such depository institution or trust company, a “Qualified Institution”)substitute Collection Account.

Establishment of the Collection Account. (a) The Servicer Servicer, for the benefit of each Co-Owner, the Seller and, if applicable, Credit Enhancement Providers, has established, and shall cause to be establishedmaintained, on or before the Closing Date, with the Collateral Custodian, and maintained in the name of the Administrative Agent Custodian, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held as agent for the Secured PartiesCo-Owners, with an office or branch of a depository institution or trust company a segregated corporate trust account entitled Collection Account for Wachovia Capital Marketsthe Seller and, LLCif applicable, as Administrative Agent for the Secured Parties Credit Enhancement Providers (the “Collection Account”). Schedule 1 identifies the Collection Account by setting forth the account number of such account, the account designation of such account and the name and address of the institution with which such account has been established. (b) The Custodian shall possess all title documents to, other evidence of ownership of all funds from time to time on deposit in, and all investments and their proceeds which are credited to, the Collection Account. The Custodian shall have sole signing authority in respect of the Collection Account. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Servicer shall further maintain establish a subaccount within substitute Eligible Deposit Account as the Collection Account, instruct the Custodian to transfer any funds and any Eligible Investments to such new Collection Account and, from the date any such substitute account is established and funds and Eligible Investments transferred, such account shall be the Collection Account. If a substitute Collection Account is established pursuant to this Section 5.01, the Servicer shall provide to the Custodian an amended Schedule 1, setting forth the relevant information for such substitute Collection Account. (c) All title documents to and other evidences of ownership of all Eligible Investments shall be held by the Custodian, for the benefit of the Co-Owners, the Seller and, if applicable, Credit Enhancement Providers. Funds on deposit in the Collection Account for the purpose of segregating, within two Business Days of the receipt of any Collections, Principal Collections (the “Principal Collections Account”), over which the Collateral Custodian as agent for the Secured Parties shall have control and from which neither the Originator, Servicer nor the Seller shall have any right of withdrawal except in accordance with Section 2.9(b); provided that at all times such depository institution or trust company shall be acceptable invested by the Custodian solely in such Eligible Investments as shall be directed by the Servicer that will mature so that such funds will be available at the close of business on or before the Business Day next preceding the date on which a withdrawal therefrom is to be made hereunder. As of each Business Day, all interest and other investment earnings (net of losses and investment expenses) earned on investments of funds deposited into the Collection Account which are received on the day shall be credited to the Administrative Agent and a depository institution organized under the laws of the United States of America or any one of the States thereof or the District of Columbia (or any domestic branch of a foreign bank), (i) (a) that has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P or “P-1” or better by Mxxxx’x, (b) the parent corporation of which has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P and “P-1” or better by Mxxxx’x or (c) is otherwise acceptable to the Administrative Agent and (ii) whose deposits are insured by the Federal Deposit Insurance Corporation (any such depository institution or trust company, a “Qualified Institution”)Collection Account.

Establishment of the Collection Account. The Servicer Servicer, for the benefit of the Certificateholders and the other Beneficiaries, shall cause to be established, on or before the Closing Date, with the Collateral Custodian, established and maintained in the name of the Administrative Agent as agent Trust an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the Secured Partiesbenefit of the Certificateholders and the other Beneficiaries (the "Collection Account"). The Trustee shall possess all right, with an office or branch of a depository institution or trust company a segregated corporate trust account entitled title and interest in all funds from time to time on deposit in, and all Eligible Investments credited to, the Collection Account for Wachovia Capital Markets, LLC, as Administrative Agent and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee for the Secured Parties (benefit of the “Certificateholders and the other Beneficiaries. If, at any time, the Collection Account ceases to be an Eligible Deposit Account”), and the Servicer shall further maintain establish a subaccount within substitute Eligible Deposit Account as the Collection Account, instruct the Trustee to transfer any cash and/or any Eligible Investments to such new Collection Account and, from the date any such substitute account is established, such account shall be the Collection Account. Neither the Seller nor the Servicer, nor any person or entity claiming by, through or under the Seller or Servicer, shall have any right, title or interest in, or any right to withdraw any amount from, the Collection Account. Pursuant to the authority granted to the Servicer in Section 3.01, the Servicer shall have the power, revocable by the Trustee, to instruct the Trustee to make withdrawals and payments from the Collection Account for the purpose purposes of segregating, within two Business Days carrying out the Servicer's or Trustee's duties specified in this Agreement. All Eligible Investments shall be held by the Trustee for the benefit of the receipt Certificateholders and the other Beneficiaries. Funds on deposit in the Collection Account shall at the direction of any Collections, Principal Collections the Servicer be invested by the Trustee solely in Eligible Investments that will mature so that such funds will be available at the close of business on or before the Business Day next preceding the following Distribution Date (or on or before 10:00 a.m. on such following Distribution Date in the “Principal Collections Account”), over case of Eligible Investments in respect of which the Collateral Custodian as agent for Trustee is the Secured Parties shall have control obligor). As of each Determination Date, all interest and from which neither other investment earnings (net of losses and investment expenses) on funds on deposit in the Originator, Servicer nor the Seller shall have any right of withdrawal except in accordance with Section 2.9(b); provided that at all times Collection Account received on such depository institution or trust company Determination Date shall be acceptable credited to the Administrative Agent Collection Account. Schedule 2, which is hereby incorporated into and a depository institution organized under made part of this Agreement, identifies the laws Collection Account by setting forth the account number of such account, the account designation of such account and the name of the United States of America or any one of institution with which such account has been established. If a substitute Collection Account is established pursuant to this Section 4.02, the States thereof or the District of Columbia (or any domestic branch of a foreign bank), (i) (a) that has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P or “P-1” or better by Mxxxx’x, (b) the parent corporation of which has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P and “P-1” or better by Mxxxx’x or (c) is otherwise acceptable Servicer shall provide to the Administrative Agent and (ii) whose deposits are insured by Trustee an amended Schedule 2, setting forth the Federal Deposit Insurance Corporation (any relevant information for such depository institution or trust company, a “Qualified Institution”)substitute Collection Account.

Establishment of the Collection Account. The Borrower or the Servicer on its behalf shall cause to be established, on or before the Closing Date, with the Collateral Custodian, and maintained in the name of the Administrative Agent as agent for Borrower but subject to the lien of the Trustee on behalf of the Secured Parties, with an office or branch of a depository institution or trust company organized under the laws of the United States or any one of the States thereof or the District of Columbia (or any domestic branch of a foreign bank) a segregated corporate trust account, which may be a securities account entitled Collection Account for Wachovia Capital Markets, LLC, as Administrative Agent for the Secured Parties or a deposit account (the “Collection Account”)) with subaccounts thereof, including the Principal Collections Account and the Servicer shall further maintain a subaccount within the Collection Account Interest Collections Account, for the purpose of segregating, within two Business Days of receiving Collections from the receipt of any Collections, Principal Collections (the “Principal Collections Account”), over which the Collateral Custodian as agent for the Secured Parties shall have control and from which neither the Originator, Servicer nor the Seller shall have any right of withdrawal except in accordance with Section 2.9(b)Collateral; provided that at all times such depository institution or trust company shall be acceptable to the Administrative Agent and a depository institution organized under the laws of the United States of America or any one of the States thereof or the District of Columbia (or any domestic branch of a foreign bank), (i) (aA) that has either (1) a long-term unsecured debt rating of “AA-” or better by S&P and “A2A-3” or better by Mxxxx’x Xxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P or “P-1” or better by Mxxxx’xXxxxx’x, (bB) the parent corporation of which such depository institution is a Subsidiary has either (1) a long-term unsecured debt rating of “AA-” or better by S&P and “A2A-3” or better by Mxxxx’x Xxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P and “P-1” or better by Mxxxx’x Xxxxx’x or (cC) is otherwise acceptable to the Administrative Agent and (ii) whose deposits are insured by the Federal Deposit Insurance Corporation (any such depository institution or trust company, a “Qualified Institution”) which Qualified Institution has agreed with the Borrower, the Servicer, the Agent and the Trustee to comply with any and all orders, notices, requests and other instructions originated by the Agent or the Trustee acting on the instructions of the Agent directing disposition of the funds in the Collection Account without any further consent from the Borrower or the Servicer. In order to provide the Trustee with control over the Collection Account within the meaning of Section 9-104(a) or Section 9-106(c) of the UCC and any other Applicable Law, the Borrower and the Servicer hereby agree that the Trustee, acting on the instructions of the Agent, may at any time provide U.S. Bank or any successor Person that maintains the Collection Account with instructions as to the disposition of funds in the Collection Account, entitlement orders with respect to financial assets in the Collection Account or instructions as to any other matters relating to the Collection Account without any further consent from the Borrower or the Servicer. U.S. Bank, to the extent and for so long as the Collection Account is maintained with it, agrees with the Borrower, the Servicer and the Agent to comply with any and all orders, entitlement orders, notices, requests and other instructions originated by the Trustee, acting on the instructions of the Agent, directing disposition of the funds in the Collection Account without any further consent from the Borrower or the Servicer. Subject in every respect to the foregoing, U.S. Bank and any successor Person that maintains the Collection Account shall only comply with such orders, notices, requests and other instructions originated by the Borrower or the Servicer as the Borrower or the Servicer shall expressly deliver and cause U.S. Bank to effectuate pursuant to the terms of the Transaction Documents, it being understood and acknowledged that neither the Borrower nor the Servicer shall give any orders, notices, requests or instructions not authorized or permitted by the Transaction Documents. The Agent and the other Secured Parties shall not cause the Trustee to issue, and the Trustee shall not issue a Notice of Exclusive Control (as defined in the Account Control Agreement), or any entitlement orders or other instructions to U.S. Bank (or any successor Person that then maintains the Collection Account) unless a Termination Event has occurred and is continuing; provided that none of the Originator, the Servicer or the Borrower shall have any right of withdrawal over the Collection Account (including any subaccounts thereof) except in accordance with Section 2.8.

Establishment of the Collection Account. The Servicer shall cause to be established, on or before the Closing Date, with the Collateral Custodian, and maintained in the name of the Administrative Agent as agent for the Secured Parties, with an office or branch of a depository institution or trust company a segregated corporate trust account entitled Collection Account for Wachovia Capital MarketsCiticorp North America, LLCInc., as Administrative Agent for the Secured Parties (the “Collection Account”), and the Servicer shall further maintain a subaccount within the Collection Account for the purpose of segregating, within two Business Days of the receipt of any Collections, Principal Collections (the “Principal Collections Account”), over which the Collateral Custodian as agent for the Secured Parties shall have control and from which neither the Originator, Servicer nor the Seller shall have any right of withdrawal (except with respect to the rights of the Servicer set forth in accordance with Section 2.9(b)); provided that at all times such depository institution or trust company shall be acceptable to the Administrative Agent and a depository institution organized under the laws of the United States of America or any one of the States thereof or the District of Columbia (or any domestic branch of a foreign bank), (i) (a) that has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P or “P-1” or better by Mxxxx’x, (b) the parent corporation of which has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P and “P-1” or better by Mxxxx’x or (c) is otherwise acceptable to the Administrative Agent and (ii) whose deposits are insured by the Federal Deposit Insurance Corporation (any such depository institution or trust company, a “Qualified Institution”).

Establishment of the Collection Account. The Servicer shall cause to be established, has established on or before the Closing Effective Date, with the Collateral CustodianTrustee, and maintained in the name of the Administrative Agent as agent Trustee for the benefit of the Secured Parties, with an office or branch of a depository institution or trust company a segregated corporate trust account entitled Collection Account for Wachovia Capital MarketsXxxxx Fargo Bank, LLCNational Association, as Administrative Agent for the Secured Parties (the “Collection Account”), and the Servicer shall further maintain a subaccount within the Collection Account for the purpose of segregating, within two Business Days of the receipt of any Collections, Principal Collections (the “Principal Collections Account”), over which the Collateral Custodian as agent Trustee for the benefit the Secured Parties shall have control and from which neither the Originator, Servicer nor the Seller shall have any right of withdrawal except in accordance with Section 2.9(b2.7(b); provided provided, however, that at all times such depository institution or trust company shall be acceptable to the Administrative Agent and a depository institution organized under the laws of the United States of America or any one of the States thereof or the District of Columbia (or any domestic branch of a foreign bank), (i) (a) that has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x Xxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P or “P-1” or better by Mxxxx’xXxxxx’x, (b) the parent corporation of which has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x Xxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P and “P-1” or better by Mxxxx’x Xxxxx’x or (c) is otherwise acceptable to the Administrative Agent and (ii) whose deposits are insured by the Federal Deposit Insurance Corporation (any such depository institution or trust company, a “Qualified Institution”). Notwithstanding anything herein to the contrary, on and after the occurrence and continuation of any Termination Event or Unmatured Termination Event, each of the parties hereto (including the Trustee in its capacity as the bank at which the Collection Account is maintained), hereby agrees that the Administrative Agent shall have the right and may provide the Trustee (or any successor institution at which the Collection Account may be maintained) with notice that it is exercising its right to have exclusive dominion and control over such account. Following the delivery of any such notice of control, the Administrative Agent shall have the exclusive right to direct and provide instructions to the Trustee (or any successor institution at which such account is maintained) as to the disposition of all amounts then or thereafter deposited in the Collection Account, without further notice to or consent of the Servicer or the Seller, and the Trustee (or any successor institution at which such account is maintained) shall thereafter only comply with instruction from the Administrative Agent in connection with such account.

Establishment of the Collection Account. The Servicer shall cause to be established, established on or before the Closing Date, with the Collateral CustodianTrustee, and maintained in the name of the Administrative Agent as agent Trustee for the benefit of the Secured Parties, with an office or branch of a depository institution or trust company a segregated corporate trust account entitled Collection Account for Wachovia Capital MarketsXxxxx Fargo Bank, LLCNational Association, as Administrative Agent for the Secured Parties (the “Collection Account”), and the Servicer shall further maintain a subaccount within the Collection Account for the purpose of segregating, within two Business Days of the receipt of any Collections, Principal Collections (the “Principal Collections Account”), over which the Collateral Custodian as agent Trustee for the benefit the Secured Parties shall have control and from which neither the Originator, Servicer nor the Seller shall have any right of withdrawal except in accordance with Section 2.9(b2.7(b); provided provided, however, that at all times such depository institution or trust company shall be acceptable to the Administrative Agent and a depository institution organized under the laws of the United States of America or any one of the States thereof or the District of Columbia (or any domestic branch of a foreign bank), (i) (a) that has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x Xxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P or “P-1” or better by Mxxxx’xXxxxx’x, (b) the parent corporation of which has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x Xxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P and “P-1” or better by Mxxxx’x Xxxxx’x or (c) is otherwise acceptable to the Administrative Agent and (ii) whose deposits are insured by the Federal Deposit Insurance Corporation (any such depository institution or trust company, a “Qualified Institution”). Notwithstanding anything herein to the contrary, on and after the occurrence and continuation of any Termination Event or Unmatured Termination Event, each of the parties hereto (including the Trustee in its capacity as the bank at which the Collection Account is maintained), hereby agrees that the Administrative Agent shall have the right and may provide the Trustee (or any successor institution at which the Collection Account may be maintained) with notice that it is exercising its right to have exclusive dominion and control over such account. Following the delivery of any such notice of control, the Administrative Agent shall have the exclusive right to direct and provide instructions to the Trustee (or any successor institution at which such account is maintained) as to the disposition of all amounts then or thereafter deposited in the Collection Account, without further notice to or consent of the Servicer or the Seller, and the Trustee (or any successor institution at which such account is maintained) shall thereafter only comply with instruction from the Administrative Agent in connection with such account.

Establishment of the Collection Account. The Servicer Servicer, for the benefit of the Certificateholders and, subject to the rights of the Certificateholders, the other Beneficiaries, shall cause to be established, on or before the Closing Date, with the Collateral Custodian, established and maintained in the name of the Administrative Agent as agent Trust an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the Secured Partiesbenefit of the Certificateholders and, with an office or branch subject to the rights of a depository institution or trust company a segregated corporate trust account entitled the Certificateholders, the other Beneficiaries (the "Collection Account"). The Trustee shall possess all right, title and interest in all funds from time to time on deposit in, and all Eligible Investments credited to, the Collection Account for Wachovia Capital Marketsand in all proceeds thereof. Except as provided herein, LLC, as Administrative Agent the Collection Account shall be under the sole dominion and control of the Trustee for the Secured Parties (benefit of the “Certificateholders and the other Beneficiaries. If, at any time, the Collection Account ceases to be an Eligible Deposit Account”), and the Servicer shall further maintain establish a subaccount within substitute Eligible Deposit Account as the Collection Account, instruct the Trustee to transfer any cash and/or any Eligible Investments to such new Collection Account and, from the date any such substitute account is established, such account shall be the Collection Account. Except as provided herein, neither the Seller nor the Servicer, nor any person or entity claiming by, through or under the Seller or Servicer, shall have any right, title or interest in, or any right to withdraw any amount from, the Collection Account. Pursuant to the authority granted to the Servicer in Section 3.01, the Servicer shall have the power, revocable by the Trustee, to instruct the Trustee to make withdrawals and payments from the Collection Account for the purpose purposes of segregating, within two Business Days carrying out the Servicer's or Trustee's duties specified in this Agreement. All Eligible Investments shall be held by the Trustee for the benefit of the receipt Certificateholders and the other Beneficiaries. Subject to the Supplement for any Series, funds on deposit in the Collection Account shall at the direction of any Collections, Principal Collections the Servicer be invested by the Trustee solely in Eligible Investments that will mature or be redeemable so that such funds (the “Principal Collections Account”a), over with respect to amounts held for distribution on the next Distribution Date will be available at the close of business on or before the Business Day next preceding the following Distribution Date and (b), with respect to all other amounts, will be available at the close of business on or before the next Business Day (or on or before 10:00 a.m. on such next Distribution Date or Business Day as the case may be in the case of Eligible Investments in respect of which the Collateral Custodian as agent for Trustee is the Secured Parties shall have control and from which neither obligor). Any request by the Originator, Servicer nor to invest funds on deposit in the Seller shall have any right of withdrawal except in accordance with Section 2.9(b); provided that at all times such depository institution or trust company Collection Account shall be acceptable in writing and shall certify that the requested investment is an Eligible Investment which matures at or prior to the Administrative Agent time required hereby. As of each date on which Eligible Investments mature or are redeemed, all interest and a depository institution organized under other investment earnings (net of losses and investment expenses) on funds on deposit in the laws Collection Account received on such date shall be credited to the Collection Account. Schedule 2, which is hereby incorporated into and made part of this Agreement, identifies the Collection Account by setting forth the account number of such account, the account designation of such account and the name and location of the United States of America or any one of Institution with which such account has been established. If a substitute Collection Account is established pursuant to this Section 4.02, the States thereof or the District of Columbia (or any domestic branch of a foreign bank), (i) (a) that has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P or “P-1” or better by Mxxxx’x, (b) the parent corporation of which has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P and “P-1” or better by Mxxxx’x or (c) is otherwise acceptable Servicer shall provide to the Administrative Agent and (ii) whose deposits are insured by Trustee an amended Schedule 2, setting forth the Federal Deposit Insurance Corporation (any relevant information for such depository institution or trust company, a “Qualified Institution”)substitute Collection Account.

Establishment of the Collection Account. The Servicer Servicer, --------------------------------------- for the benefit of the Certificateholders and the other Beneficiaries, shall cause to be established, on or before the Closing Date, with the Collateral Custodian, established and maintained in the name of the Administrative Agent as agent Trust an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the Secured Partiesbenefit of the Certificateholders and the other Beneficiaries (the "Collection Account"). The Trustee shall possess all ------------------ right, with an office or branch of a depository institution or trust company a segregated corporate trust account entitled title and interest in all funds from time to time on deposit in, and all Eligible Investments credited to, the Collection Account for Wachovia Capital Markets, LLC, as Administrative Agent and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee for the Secured Parties (benefit of the “Certificateholders and the other Beneficiaries. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Servicer shall, within 10 days after such occurrence, establish a substitute Eligible Deposit Account as the Collection Account”), and instruct the Trustee to transfer any cash and/or any Eligible Investments to such new Collection Account and, from the date any such substitute account is established, such account shall be the Collection Account. Neither the Seller nor the Servicer, nor any Person claiming by, through or under the Seller or Servicer, shall have any right, title or interest in, or any right to withdraw any amount from, the Collection Account. Pursuant to the authority granted to the Servicer in Section 3.1, the Servicer shall further maintain a subaccount within have the power, revocable by the Trustee, to instruct the Trustee to make withdrawals and payments from the Collection Account for the purpose purposes of segregating, within two Business Days carrying out the Servicer's or Trustee's duties specified in this Agreement. All Eligible Investments shall be held by the Trustee for the benefit of the receipt Certificateholders and the other Beneficiaries. Funds on deposit in the Collection Account shall at the direction of any Collections, Principal Collections the Servicer be invested by the Trustee solely in Eligible Investments that will mature so that such funds will be available at the close of business on or before the Business Day next preceding the following Distribution Date (or on or before 10:00 a.m. on such following Distribution Date in the “Principal Collections Account”), over case of Eligible Investments in respect of which the Collateral Custodian as agent for Trustee is the Secured Parties shall have control and from which neither obligor). Any request by the Originator, Servicer nor to invest funds in the Seller shall have any right of withdrawal except in accordance with Section 2.9(b); provided that at all times such depository institution or trust company Collection Account shall be acceptable in writing and shall certify that the requested investment is an Eligible Investment that matures at or prior to the Administrative Agent time required hereby. As of each Determination Date, all interest and a depository institution organized under other investment earnings (net of losses and investment expenses) on funds on deposit in the laws Collection Account received on such Determination Date shall be credited to the Collection Account. Schedule 2, which is hereby incorporated into and made part of this Agreement, identifies the Collection Account by setting forth the account number of such account, the account designation of such account and the name of the United States of America or any one of Eligible Institution with which such account has been established. If a substitute Collection Account is established pursuant to this Section 4.2, the States thereof or the District of Columbia (or any domestic branch of a foreign bank), (i) (a) that has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P or “P-1” or better by Mxxxx’x, (b) the parent corporation of which has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P and “P-1” or better by Mxxxx’x or (c) is otherwise acceptable Servicer shall provide to the Administrative Agent and (ii) whose deposits are insured by Trustee an amended Schedule 2, setting forth the Federal Deposit Insurance Corporation (any relevant information for such depository institution or trust company, a “Qualified Institution”)substitute Collection Account.

Establishment of the Collection Account. The Servicer shall cause to be established, on On or before the Closing Date, with the Collateral Custodian, and maintained in the name of the Administrative Agent as agent for the Secured Parties, with an office or branch of a depository institution or trust company a segregated corporate trust account entitled (from and after the Closing Date) Collection Account for Wachovia Capital MarketsCiticorp North America, LLCInc., as Administrative Agent for the Secured Parties (the “Collection Account”), and the Servicer shall further maintain a subaccount within the Collection Account for the purpose of segregating, within two Business Days of the receipt of any Collections, Principal Collections (the “Principal Collections Account”), over which the Collateral Custodian as agent for the Secured Parties shall have control and from which neither the Originator, Servicer nor the Seller shall have any right of withdrawal (except with respect to the rights of the Servicer set forth in accordance with Section 2.9(b)); provided that at all times such depository institution or trust company shall be acceptable to the Administrative Agent and a depository institution organized under the laws of the United States of America or any one of the States thereof or the District of Columbia (or any domestic branch of a foreign bank), (i) (a) that has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P or “P-1” or better by Mxxxx’x, (b) the parent corporation of which has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P and “P-1” or better by Mxxxx’x or (c) is otherwise acceptable to the Administrative Agent and (ii) whose deposits are insured by the Federal Deposit Insurance Corporation (any such depository institution or trust company, a “Qualified Institution”).

Establishment of the Collection Account. (1) The Servicer Servicer, for the benefit of the Co-Owners, the Seller and any Entitled Parties, has established, and shall cause to be establishedmaintained, on or before the Closing Date, with the Collateral Custodian, and maintained in the name of the Administrative Agent as agent Custodian, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held in trust for the Secured PartiesCo-Owners, with an office or branch of a depository institution or trust company a segregated corporate trust account entitled Collection Account for Wachovia Capital Markets, LLC, as Administrative Agent for the Secured Seller and the Entitled Parties (the “Collection Account”). Schedule 2 identifies the Collection Account by setting forth the account number of such account, the account designation of such account and the name and address of the institution with which such account has been established. (2) The Custodian shall possess all title documents to, other evidence of ownership of all funds from time to time on deposit in, and all investments and their proceeds which are credited to, the Collection Account. The Servicer and/or the Custodian shall have sole signing authority in respect of the Collection Account. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Servicer shall, within 10 days thereafter, establish a substitute Eligible Deposit Account as the Collection Account, instruct the Custodian to transfer any funds and any Eligible Investments to such new Collection Account and, from the date any such substitute account is established and funds and Eligible Investments are transferred, such account shall be the Collection Account. If a substitute Collection Account is established pursuant to this Section 6.2, the Servicer shall further maintain a subaccount within provide to the Custodian an amended Schedule 2, setting forth the relevant information for such substitute Collection Account. (3) All title documents to and other evidences of ownership of all Eligible Investments shall be held by the Custodian or the Servicer, on behalf of the Custodian, for the benefit of the Co-Owners, the Seller (as owners of the Retained Interest) and any Entitled Parties. Funds on deposit in the Collection Account for that are invested by the purpose of segregatingCustodian or the Servicer, within two Business Days on behalf of the receipt of any CollectionsCustodian, Principal Collections (the “Principal Collections Account”), over which the Collateral Custodian in Eligible Investments shall only be invested in such Eligible Investments as agent for the Secured Parties shall have control and from which neither the Originator, Servicer nor the Seller shall have any right of withdrawal except in accordance with Section 2.9(b); provided that at all times such depository institution or trust company shall be acceptable determined by the Custodian or the Servicer, on behalf of the Custodian, that will mature so that such funds will be available at the close of business on or before the Business Day immediately preceding the date on which a withdrawal therefrom is to be made hereunder. As of each Business Day, all interest and other investment earnings (net of losses and investment expenses) earned on investments of funds deposited into the Collection Account which are received on the day shall be credited to the Administrative Agent and a depository institution organized under the laws of the United States of America or any one of the States thereof or the District of Columbia (or any domestic branch of a foreign bank), (i) (a) that has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P or “P-1” or better by Mxxxx’x, (b) the parent corporation of which has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P and “P-1” or better by Mxxxx’x or (c) is otherwise acceptable to the Administrative Agent and (ii) whose deposits are insured by the Federal Deposit Insurance Corporation (any such depository institution or trust company, a “Qualified Institution”)Collection Account.

Establishment of the Collection Account. The Servicer shall cause to be established, on or before the Closing Date, with the Collateral CustodianTrustee has established and maintained, and maintained shall continue to maintain, in the name of the Administrative Agent as agent Trust an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the Secured Partiesbenefit of the Certificateholders and the other Beneficiaries (the "Collection Account"). The Trustee shall possess all right, with an office or branch of a depository institution or trust company a segregated corporate trust account entitled title and interest in all funds from time to time on deposit in, and all Eligible Investments credited to, the Collection Account for Wachovia Capital Markets, LLC, as Administrative Agent and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee for the Secured Parties (benefit of the “Certificateholders and the other Beneficiaries. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Servicer shall, within 10 days after such occurrence, establish a substitute Eligible Deposit Account as the Collection Account”), and instruct the Trustee to transfer any cash and/or any Eligible Investments to such new Collection Account and, from the date any such substitute account is established, such account shall be the Collection Account. Neither the Seller nor the Servicer, nor any Person claiming by, through or under the Seller or Servicer, shall have any right, title or interest in, or any right to withdraw any amount from, the Collection Account. Pursuant to the authority granted to the Servicer in Section 3.1, the Servicer shall further maintain a subaccount within have the power, revocable by the Trustee, to instruct the Trustee to make withdrawals and payments from the Collection Account for the purpose purposes of segregating, within two Business Days carrying out the Servicer's or Trustee's duties specified in this Agreement. All Eligible Investments shall be held by the Trustee for the benefit of the receipt Certificateholders and the other Beneficiaries. Funds on deposit in the Collection Account shall at the direction of any Collections, Principal Collections the Servicer be invested by the Trustee solely in Eligible Investments that shall mature so that such funds shall be available by the close of business on the Business Day preceding the next Distribution Date (or on or before 10:00 a.m. on such next Distribution Date in the “Principal Collections Account”), over case of Eligible Investments in respect of which the Collateral Custodian as agent for Trustee is the Secured Parties shall have control and from which neither obligor). Any request by the Originator, Servicer nor to invest funds in the Seller shall have any right of withdrawal except in accordance with Section 2.9(b); provided that at all times such depository institution or trust company Collection Account shall be acceptable in writing and shall certify that the requested investment is an Eligible Investment that matures at or prior to the Administrative Agent time required hereby. As of each Determination Date, all interest and a depository institution organized under other investment earnings (net of losses and investment expenses) on funds on deposit in the laws Collection Account received on such Determination Date shall be credited to the Collection Account. Schedule 2, which is hereby incorporated into and made part of this Agreement, identifies the Collection Account by setting forth the account number of such account, the account designation of such account and the name of the United States of America or any one of Eligible Institution with which such account has been established. If a substitute Collection Account is established pursuant to this Section 4.2, the States thereof or the District of Columbia (or any domestic branch of a foreign bank), (i) (a) that has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P or “P-1” or better by Mxxxx’x, (b) the parent corporation of which has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P and “P-1” or better by Mxxxx’x or (c) is otherwise acceptable Servicer shall provide to the Administrative Agent and (ii) whose deposits are insured by Trustee an amended Schedule 2, setting forth the Federal Deposit Insurance Corporation (any relevant information for such depository institution or trust company, a “Qualified Institution”)substitute Collection Account.

Establishment of the Collection Account. The Servicer Master --------------------------------------- Servicer, for the benefit of the Certificateholders and the other Beneficiaries, shall cause to be established, on or before the Closing Date, with the Collateral Custodian, established and maintained in the name of the Administrative Agent as agent Trust an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the Secured Partiesbenefit of the Certificateholders and the other Beneficiaries (the "Collection Account"). ------------------ The Trustee shall possess all right, with an office or branch of a depository institution or trust company a segregated corporate trust account entitled title and interest in all funds from time to time on deposit in, and all Eligible Investments credited to, the Collection Account for Wachovia Capital Markets, LLC, as Administrative Agent and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee for the Secured Parties (benefit of the “Certificateholders and the other Beneficiaries. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Master Servicer shall establish a substitute Eligible Deposit Account as the Collection Account”), and instruct the Trustee to transfer any cash and/or any Eligible Investments to such new Collection Account and, from the date any such substitute account is established, such account shall be the Collection Account. Neither the Transferor nor the Master Servicer, nor any person or entity claiming by, through or under the Transferor or Master Servicer, shall have any right, title or interest in, or any right to withdraw any amount from, the Collection Account. Pursuant to the authority granted to the Master Servicer in Section 3.01, the Master Servicer shall further maintain a subaccount within have the power, revocable by the Trustee, to instruct the Trustee to make withdrawals and payments from the Collection Account for the purpose purposes of segregating, within two Business Days carrying out the Master Servicer's or Trustee's duties specified in this Agreement. All Eligible Investments shall be held by the Trustee for the benefit of the receipt Certificateholders and the other Beneficiaries. Funds on deposit in the Collection Account shall at the direction of any Collections, Principal Collections the Master Servicer be invested by the Trustee solely in Eligible Investments that will mature so that such funds will be available at the close of business on or before the Business Day next preceding the following Distribution Date (or on or before 10:00 a.m. on such following Distribution Date in the “Principal Collections Account”), over case of Eligible Investments in respect of which the Collateral Custodian as agent for Trustee is the Secured Parties shall have control obligor). As of each Determination Date, all interest and from which neither other investment earnings (net of losses and investment expenses) on funds on deposit in the Originator, Servicer nor the Seller shall have any right of withdrawal except in accordance with Section 2.9(b); provided that at all times Collection Account received on such depository institution or trust company Determination Date shall be acceptable credited to the Administrative Agent Collection Account. Schedule 2, which is hereby incorporated into and a depository institution organized under made part of this Agreement, identifies the laws Collection Account by setting forth the account number of such account, the account designation of such account and the name of the United States of America or any one of Institution with which such account has been established. If a substitute Collection Account is established pursuant to this Section 4.02, the States thereof or the District of Columbia (or any domestic branch of a foreign bank), (i) (a) that has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P or “P-1” or better by Mxxxx’x, (b) the parent corporation of which has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P and “P-1” or better by Mxxxx’x or (c) is otherwise acceptable Master Servicer shall provide to the Administrative Agent and (ii) whose deposits are insured by Trustee an amended Schedule 2, setting forth the Federal Deposit Insurance Corporation (any relevant information for such depository institution or trust company, a “Qualified Institution”)substitute Collection Account.

Establishment of the Collection Account. The Servicer Servicer, for the benefit of the Master Custodial Certificateholders and Enhancement Providers, shall cause to be established, on or before the Closing Date, with the Collateral Custodian, established and maintained in the name of the Administrative Agent as agent Custodian an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held in trust for the Secured PartiesMaster Custodial Certificateholders and Enhancement Providers (the "Collection Account"). The Custodian shall possess all title documents to and other evidence of ownership of all funds from time to time on deposit in, with an office or branch of a depository institution or trust company a segregated corporate trust account entitled and all Eligible Investments credited to, the Collection Account for Wachovia Capital Markets, LLC, as Administrative Agent for and all proceeds thereof. The Custodian shall have sole signing authority in respect of the Secured Parties (the “Collection Account”). If, and at any time, the Collection Account ceases to be an Eligible Deposit Account, the Servicer shall further maintain establish a subaccount within substitute Eligible Deposit Account as the Collection Account, instruct the Custodian to transfer any cash and/or any Eligible Investments to such new Collection Account and, from the date any such substitute account is established, such account shall be the Collection Account. Except to the extent of any interest as a Master Custodial Certificateholder, neither the Seller nor the Servicer, nor any person or entity claiming by, through or under the Seller or Servicer, shall have any right, title or interest in, or any right to withdraw any amount from, the Collection Account. Pursuant to the authority granted to the Servicer in Section 3.01, the Servicer shall have the power, revocable by the Custodian, or by Holders of Investor Master Custodial Certificates evidencing more than 50% of the aggregate unpaid principal amount of Investor Master Custodial Certificates of such Series, to instruct the Custodian to make withdrawals and payments from the Collec tion Account for the purposes of carrying out the Servicer's or the Custodian's duties specified in this Agreement. All title documents to and other evidences of ownership of all Eligible Investments shall be held by the Custodian, for the benefit of the Master Custodial Certificateholders and the Enhancement Providers. Funds on deposit in the Collection Account for shall at the purpose of segregating, within two Business Days direction of the receipt Servicer be invested by the Custodian solely in Eligible Investments that will mature so that such funds will be available at the close of any Collections, Principal Collections business on or before the Business Day next preceding the following Distribution Date (or on or before 10:00 a.m. on such following Distribution Date in the “Principal Collections Account”), over case of Eligible Investments in respect of which the Collateral Custodian as agent for is the Secured Parties shall have control obligor) and from which neither the OriginatorCustodian may rely on, Servicer nor the Seller shall have any right of withdrawal except in accordance with Section 2.9(b); provided that at all times such depository institution or trust company and shall be acceptable protected in acting on, such direction of the Servicer. As of each Determination Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account received on such Determination Date shall be credited to the Administrative Agent Collection Account. Schedule 2 identifies the Collection Account by setting forth the account number of such account, the account designation of such account and a depository institution organized under the laws name and address of the United States of America or any one of institution with which such account has been established. If a substitute Collection Account is established pursuant to this Section 4.02, the States thereof or the District of Columbia (or any domestic branch of a foreign bank), (i) (a) that has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P or “P-1” or better by Mxxxx’x, (b) the parent corporation of which has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P and “P-1” or better by Mxxxx’x or (c) is otherwise acceptable Servicer shall provide to the Administrative Agent and (ii) whose deposits are insured by Custodian an amended Schedule 2, setting forth the Federal Deposit Insurance Corporation (any relevant information for such depository institution or trust company, a “Qualified Institution”)substitute Collection Account.

Establishment of the Collection Account. (1) The Servicer Servicer, for the benefit of the Co-Owners, the Seller and any Entitled Parties, has established, and shall cause to be establishedmaintained, on or before the Closing Date, with the Collateral Custodian, and maintained in the name of the Administrative Agent as agent Custodian, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held in trust for the Secured PartiesCo-Owners, with an office or branch of a depository institution or trust company a segregated corporate trust account entitled Collection Account for Wachovia Capital Markets, LLC, as Administrative Agent for the Secured Seller and the Entitled Parties (the “Collection Account”). Schedule 1 identifies the Collection Account by setting forth the account number of such account, the account designation of such account and the name and address of the institution with which such account has been established. (2) The Custodian shall possess all title documents to, other evidence of ownership of all funds from time to time on deposit in, and all investments and their proceeds which are credited to, the Collection Account. The Servicer and/or the Custodian shall have sole signing authority in respect of the Collection Account. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Servicer shall, within 10 days thereafter, establish a substitute Eligible Deposit Account as the Collection Account, instruct the Custodian to transfer any funds and any Eligible Investments to such new Collection Account and, from the date any such substitute account is established and funds and Eligible Investments are transferred, such account shall be the Collection Account. If a substitute Collection Account is established pursuant to this Section 6.2, the Servicer shall further maintain a subaccount within provide to the Custodian an amended Schedule 1, setting forth the relevant information for such substitute Collection Account. (3) All title documents to and other evidences of ownership of all Eligible Investments shall be held by the Custodian or the Servicer, on behalf of the Custodian, for the benefit of the Co-Owners, the Seller (as owners of the Retained Interest) and any Entitled Parties. Funds on deposit in the Collection Account for that are invested by the purpose of segregatingCustodian or the Servicer, within two Business Days on behalf of the receipt of any CollectionsCustodian, Principal Collections (the “Principal Collections Account”), over which the Collateral Custodian in Eligible Investments shall only be invested in such Eligible Investments as agent for the Secured Parties shall have control and from which neither the Originator, Servicer nor the Seller shall have any right of withdrawal except in accordance with Section 2.9(b); provided that at all times such depository institution or trust company shall be acceptable determined by the Custodian or the Servicer, on behalf of the Custodian, that will mature so that such funds will be available at the close of business on or before the Business Day immediately preceding the date on which a withdrawal therefrom is to be made hereunder. As of each Business Day, all interest and other investment earnings (net of losses and investment expenses) earned on investments of funds deposited into the Collection Account which are received on the day shall be credited to the Administrative Agent and a depository institution organized under the laws of the United States of America or any one of the States thereof or the District of Columbia (or any domestic branch of a foreign bank), (i) (a) that has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P or “P-1” or better by Mxxxx’x, (b) the parent corporation of which has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Mxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P and “P-1” or better by Mxxxx’x or (c) is otherwise acceptable to the Administrative Agent and (ii) whose deposits are insured by the Federal Deposit Insurance Corporation (any such depository institution or trust company, a “Qualified Institution”)Collection Account.