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, 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 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 Xxxxx’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 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 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 Borrower or the Manager 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 Borrower but subject to the Lien of the Administrative Agent as agent for 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, which shall initially be U.S. Bank, 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”), and the Servicer shall further maintain a subaccount within the Collection 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, 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) (aA) that has either (1) a long-term unsecured debt rating of “A” A- or better by S&P and “A2” A-3 or better by Xxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” A-1 or better by S&P or “P-1” P-1 or better by Xxxxx’x, (bB) the parent corporation of which has either (1) a long-long- term unsecured debt rating of “A” A- or better by S&P and “A2” A-3 or better by Xxxxx’x or (2) a short-short- term unsecured debt rating or certificate of deposit rating of “A-1” A-1 or better by S&P and “P-1” P-1 or better by 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 Manager and the Administrative Agent to comply with any and all written orders, notices, requests and other instructions originated by the Administrative Agent directing disposition of the funds in the Collection Account and any and all entitlement orders originated by the Administrative Agent with respect to financial assets credited to the Collection Account, without any further consent from the Borrower or the Manager. In order to provide the Administrative Agent 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 Manager hereby agree that the Administrative Agent may at any time provide U.S. Bank or any successor Person that maintains the Collection Account with written instructions as to the disposition of funds in the Collection Account, entitlement orders with respect to financial assets in the Collection Account or written instructions as to any other matters relating to the Collection Account without any further consent from the Borrower or the Manager; provided, further, that if such depository institution at any time fails to be a Qualified Institution, the Borrower, or the Manager on behalf of the Borrower, shall cause the Controlled Accounts to be established with an office or branch of another 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) meeting the requirements of a Qualified Institution within 30 days of the Borrower’s or the Manager’s acquiring knowledge of such failure.

Establishment of the Collection Account. The Servicer Underlying Servicer, on behalf of the Borrower, shall cause to be establishedestablish, on or before the Closing Date, with the Collateral Custodian, and maintained maintain in the name of the Administrative Collateral 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 MarketsXxxxx Fargo Bank, LLCNational Association, as Administrative Agent agent for the Secured Parties 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 Agent as agent for the Secured Parties shall have sole dominion and control and from which neither the Originator, Servicer Borrower nor the Seller Underlying Servicer shall have any right of withdrawal except in accordance with Section 2.9(b)withdrawal; 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) (aA) that has either (1) a long-term unsecured debt rating of “A” AA- or better by S&P and “A2” Aa3 or better by Xxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” A-1 or better by S&P or “P-1” P-1 or better by Xxxxx’x, (bB) the parent corporation of which has either (1) a long-term unsecured debt rating of “A” AA- or better by S&P and “A2” Aa3 or better by Xxxxx’x or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” A-1 or better by S&P and “P-1” P-1 or better by Xxxxx’x or (cC) is otherwise acceptable to the Administrative Deal 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 the Originator, Servicer nor the Seller shall have any right of withdrawal except in accordance with Section 2.9(b); provided, however, 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 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 Xxxxx’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 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 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 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 100 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, however, 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 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 Xxxxx’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 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 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 Markets, LLCCitigroup Global Markets Realty Corp., 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, however, 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 Xxxxx’x 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 Xxxxx’xMxxxx’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 Xxxxx’x 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 Xxxxx’x Mxxxx’x or (c) is otherwise acceptable to the Administrative Agent and each Purchaser 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 the Originator, Servicer nor the Seller shall have any right of withdrawal except in accordance with Section 2.9(b); provided, however, 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 108 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 Xxxxx’x 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 Xxxxx’xMxxxx’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 Xxxxx’x 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 Xxxxx’x 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 Deal 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, 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) a segregated corporate trust account (the "Collection Account"); provided, however, that at all times such depository institution or trust company shall be 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 which has either (1I) a long-term unsecured debt rating of “"A” " or better by S&P and “A2” "A-2" or better by Xxxxx’x Xxxxx'x or (2II) 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 Xxxxx’xXxxxx'x, (bB) the parent corporation of which has either (1I) a long-term unsecured debt rating of “A” "A-" or better by S&P and “A2” "A-3" or better by Xxxxx’x Xxxxx'x or (2II) 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 Xxxxx’x Xxxxx'x or (cC) is otherwise acceptable to the Administrative Deal 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 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”), and the Servicer shall further maintain a subaccount within the Collection 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, 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) (aA) that has either (1) a long-term unsecured debt rating of “A” A- or better by S&P and “A2” A-3 or better by Xxxxx’x Moody’s or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” A-1 or better by S&P or “P-1” P-1 or better by Xxxxx’xMoody’s, (bB) the parent corporation of which has either (1) a long-term unsecured debt rating of “A” A- or better by S&P and “A2” A-3 or better by Xxxxx’x Moody’s or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” A-1 or better by S&P and “P-1” P-1 or better by Xxxxx’x Moody’s 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 Administrative Agent and the Trustee to comply with any and all orders, notices, requests and other instructions originated by the Administrative Agent or the Trustee acting on the instructions of the Administrative Agent directing disposition of the funds in the Collection Account and any and all entitlement orders originated by the Trustee with respect to financial assets credited to 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 Administrative 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 Administrative 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 Administrative Agent, directing disposition of the funds or financial assets 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, entitlement orders 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, entitlement orders or instructions not authorized or permitted by the Transaction Documents. The Administrative 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 an Event of Default 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 Sections 2.3 and 2.7.

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”), and the Servicer shall further maintain a subaccount within the Collection 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, 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) (aA) that has either (1) a long-term unsecured debt rating of “A” A- or better by S&P and “A2” A-3 or better by Xxxxx’x Moody’s or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” A-1 or better by S&P or “P-1” P-1 or better by Xxxxx’xMoody’s, (bB) the parent corporation of which has either (1) a long-term unsecured debt rating of “A” A- or better by S&P and “A2” A-3 or better by Xxxxx’x Moody’s or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” A-1 or better by S&P and “P-1” P-1 or better by Xxxxx’x Moody’s 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 Administrative Agent and the Trustee to comply with any and all orders, notices, requests and other instructions originated by the Administrative Agent or the Trustee acting on the instructions of the Administrative Agent directing disposition of the funds in the Collection Account and any and all entitlement orders originated by the Trustee with respect to financial assets credited to the Collection Account, without any further consent from the Borrower or the Servicer in each case after a Notice of Exclusive Control (as defined in the Account Control Agreement) has been issued. 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 Administrative Agent, may at any time following an Event of Default, 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 Administrative Agent to comply with any and all orders, entitlement orders, notices, requests and other instructions so originated by the Trustee, acting on the instructions of the Administrative Agent, directing disposition of the funds or financial assets 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, entitlement orders 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, entitlement orders or instructions not authorized or permitted by the Transaction Documents. The Administrative 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 an Event of Default 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 Sections 2.3 and 2.7.

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, 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 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 Xxxxx’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 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 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 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 Borrower but under the control of the Deal Agent, as agent for 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 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 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, 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) (aA) that has either (1) a long-term unsecured debt rating of “AA-” or better by S&P and “A2A-3” or better by 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 Xxxxx’x, (bB) the parent corporation of which has either (1) a long-term unsecured debt rating of “AA-” or better by S&P and “A2A-3” or better by 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 Xxxxx’x or (cC) is otherwise acceptable to the Administrative Deal 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 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 under the control of the Trustee on behalf of the Secured Parties, 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 entitled Collection Account for Wachovia Capital Markets, LLC, as Administrative Agent for the Secured Parties (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, 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) (aA) that has either (1) a long-term unsecured debt rating of “AA-” or better by S&P and “A2A-3” or better by Xxxxx’x 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 Xxxxx’xMxxxx’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 Xxxxx’x 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 Xxxxx’x Mxxxx’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 and the Agent to comply with any and all orders, notices, requests and other instructions originated by 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 Agent with control over the Collection Account within the meaning of Section 9-104(a) of the UCC and any other applicable law, the Borrower and the Servicer hereby agree that the Agent may at any time provide Wxxxx Fargo or any successor Person that maintains the Collection Account with instructions as to the disposition of funds in the Collection Account or as to any other matters relating to the Collection Account without any further consent from the Borrower or the Servicer. Wxxxx Fargo agrees with the Borrower, the Servicer and the Agent to comply with any and all orders, notices, requests and other instructions originated by the Agent directing disposition of the funds in the Collection Account without any further consent from the Borrower or the Servicer.

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 (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, however, 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 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 Xxxxx’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 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 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 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, however, 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 Xxxxx’x 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 Xxxxx’xMxxxx’x, (b) the parent corporation of which has either (1) a long-term unsecured debt rating of “A” or 101 better by S&P and “A2” or better by Xxxxx’x 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 Xxxxx’x 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 104 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 in accordance with Section 2.9(b); provided, however, 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 Xxxxx’x 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 Xxxxx’xMxxxx’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 Xxxxx’x 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 Xxxxx’x 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, LLCCitigroup Global Markets Realty Corp., 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, however, provided that at all times such depository institution or trust company shall 108 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 Xxxxx’x 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 Xxxxx’xMxxxx’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 Xxxxx’x 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 Xxxxx’x 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 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 Borrower but subject to the Lien of the Administrative Agent as agent for 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”), and the Servicer shall further maintain a subaccount within the Collection 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, however, 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 Xxxxx’x Moody’s 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 Xxxxx’xMoody’s, (bB) the parent corporation of which has either (1) a long-term unsecured debt rating of “AA-” or better by S&P and “A2A-3” or better by Xxxxx’x Moody’s 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 Xxxxx’x Moody’s 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 Administrative Agent and the Collateral Custodian to comply with any and all orders, notices, requests and other instructions originated by the Administrative Agent or the Collateral Custodian acting on the instructions of the Administrative Agent directing disposition of the funds in the Collection Account and any and all entitlement orders originated by the Administrative Agent with respect to financial assets credited to the Collection Account, without any further consent from the Borrower or the Servicer in each case after a Notice of Exclusive Control (as defined in the Account Control Agreement) has been issued. In order to provide the Administrative Agent 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 Administrative Agent may at any time following an Event of Default, provide Xxxxx Fargo 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. Xxxxx Fargo, to the extent and for so long as the Collection Account is maintained with it, agrees with the Borrower, the Servicer and the Administrative Agent to comply with any and all orders, entitlement orders, notices, requests and other instructions so originated by the Administrative Agent, directing disposition of the funds or financial assets in the Collection Account without any further consent from the Borrower or the Servicer. Subject in every respect to the foregoing, Xxxxx Fargo and any successor Person that maintains the Collection Account shall only comply with such orders, notices, requests, entitlement orders and other instructions originated by the Borrower or the Servicer as the Borrower or the Servicer shall expressly deliver and cause Xxxxx Fargo 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, entitlement orders or instructions not authorized or permitted by the Transaction Documents. The Administrative Agent and the other Secured Parties shall not issue a Notice of Exclusive Control or any entitlement orders or other instructions to Xxxxx Fargo (or any successor Person that then maintains the Collection Account) unless a Default or an Event of Default 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 Sections 2.3 and 2.7.

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 MarketsSecurities, 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 (2) 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(b2.7(b); provided, however, that at all times such depository institution or trust 101 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 Xxxxx’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 Xxxxx’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 Xxxxx’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 Xxxxx’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 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, however, 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 115 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 Xxxxx’x 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 Xxxxx’xMxxxx’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 Xxxxx’x 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 Xxxxx’x 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 the Originator, Servicer nor the Seller shall have any right of withdrawal except in accordance with Section 2.9(b); 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 Xxxxx’x 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 109 by Xxxxx’xMxxxx’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 Xxxxx’x 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 Xxxxx’x 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 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 in accordance with Section 2.9(b); provided, however, 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 Xxxxx’x 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 Xxxxx’xMxxxx’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 Xxxxx’x 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 Xxxxx’x Mxxxx’x or (c) is otherwise acceptable to the Administrative Agent and (ii) whose deposits are insured by the 108 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 establishedestablished (including by taking all steps necessary or reasonably requested by the Administrative Agent to transfer and assign to, and rename in the name of, the Administrative Agent, the account or accounts defined as such and which were originally created in the name of or assigned to, Wachovia, as administrative agent, pursuant to the Original Loan Certificate and Servicing Agreement) 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, LLCHxxxxx Xxxxxxx Corp., 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 (2) 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(b2.7(b); 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 Xxxxx’x 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 Xxxxx’xMxxxx’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 Xxxxx’x 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 Xxxxx’x 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”). Notwithstanding anything herein to the contrary (including Section 2.7(b)), on and after the occurrence and continuation of any Termination Event or Unmatured Termination Event, each of the parties hereto (including the Collateral Custodian 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 Collateral Custodian (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 Collateral Custodian (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 Collateral Custodian (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 Borrower or the Servicer on its behalf has previously caused a segregated deposit account to be established with Wxxxx Fargo, Account No. xxxxxxx, and shall cause such account to be establishedmaintained, on or before the Closing Date, with the Collateral Custodian, and maintained in the name of the Administrative Agent Borrower but under the control of the Deal Agent, as agent for 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 segregated corporate trust account entitled Collection Account for Wachovia Capital Markets, LLC, as Administrative Agent for the Secured Parties foreign bank) (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 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, 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) (aA) that has either (1) a long-term unsecured debt rating of “AA-” or better by S&P and “A2A-3” or better by Xxxxx’x 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 Xxxxx’xMxxxx’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 Xxxxx’x 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 Xxxxx’x Mxxxx’x or (cC) is otherwise acceptable to the Administrative Deal 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 and the Deal Agent to comply with any and all orders, notices, requests and other instructions originated by the Deal Agent directing disposition of the funds in the Collection Account without any further consent from the Borrower or the Servicer.