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 none of the Originators, the Servicer or the Sellers shall have any right of withdrawal 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 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, 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 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 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 of any Collections, Principal Collections (Certificateholders and the “Principal Collections Account”), over which other Beneficiaries. Funds on deposit in the Collateral Custodian as agent for Collection Account shall at the Secured Parties shall have control and from which none direction of the OriginatorsServicer 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, 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 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 institution with which such account has been established. If a substitute Collection Account is established pursuant to this Section 4.02, the Servicer or the Sellers shall have any right of withdrawal other than, at any time upon one Business Day’s notice provide to the Administrative Agent and Trustee an amended Schedule 2, setting forth the Collateral Custodian, prior to (A) a payment default on the related Loan (relevant information for 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 each case to advance to an Obligor of any Revolving Loan in a given substitute 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, 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 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”)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 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 none of the Originators, the Servicer or the Sellers shall have any right of withdrawal 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 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 PeriodCollateral; 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) (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 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 Xxxxx 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. Xxxxx 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 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 obligor). 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 have control be credited to the Collection Account. Schedule 2, which is hereby incorporated into and from which none 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 Originatorsinstitution with which such account has been established. If a substitute Collection Account is established pursuant to this Section 4.02, the Servicer or the Sellers shall have any right of withdrawal other than, at any time upon one Business Day’s notice provide to the Administrative Agent and Trustee an amended Schedule 2, setting forth the Collateral Custodian, prior to (A) a payment default on the related Loan (relevant information for 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 each case to advance to an Obligor of any Revolving Loan in a given substitute 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, 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 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”)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 obligor) and the Custodian may rely on, and shall have control and from which none be protected in acting on, such direction of the OriginatorsServicer. 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 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. If a substitute Collection Account is established pursuant to this Section 4.02, the Servicer or the Sellers shall have any right of withdrawal other than, at any time upon one Business Day’s notice provide to the Administrative Agent and Custodian an amended Schedule 2, setting forth the Collateral Custodian, prior to (A) a payment default on the related Loan (relevant information for 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 each case to advance to an Obligor of any Revolving Loan in a given substitute 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, 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 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”)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 none of neither the OriginatorsOriginator, Servicer nor the Servicer or the Sellers Seller shall have any right of withdrawal other than, at any time upon one Business Day’s notice (except with respect to the Administrative Agent and rights of 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 dayServicer set forth in Section 2.9(b), (B) a Servicer Default, (C) a Termination Event or (D) an Unmatured Termination Event, in 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, however, provided 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 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, 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 none of neither the OriginatorsOriginator, Servicer nor the Servicer or the Sellers Seller shall have any right of withdrawal 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 dayexcept in accordance with Section 2.7(b), (B) a Servicer Default, (C) a Termination Event or (D) an Unmatured Termination Event, in 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, 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 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 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 obligor). Any request by the Servicer to invest funds in the Collection Account shall have control be in writing and from shall certify that the requested investment is an Eligible Investment that matures at or prior to the time required hereby. 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 Collection Account. Schedule 2, which none 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 OriginatorsEligible Institution with which such account has been established. If a substitute Collection Account is established pursuant to this Section 4.2, the Servicer or the Sellers shall have any right of withdrawal other than, at any time upon one Business Day’s notice provide to the Administrative Agent and Trustee an amended Schedule 2, setting forth the Collateral Custodian, prior to (A) a payment default on the related Loan (relevant information for 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 each case to advance to an Obligor of any Revolving Loan in a given substitute 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, 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 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”)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 obligor). Any request by the Servicer to invest funds on deposit in the Collection Account shall have control be in writing and from shall certify that the requested investment is an Eligible Investment which none matures at or prior to the time required hereby. As of each date on which Eligible Investments mature or are redeemed, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the 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 OriginatorsInstitution with which such account has been established. If a substitute Collection Account is established pursuant to this Section 4.02, the Servicer or the Sellers shall have any right of withdrawal other than, at any time upon one Business Day’s notice provide to the Administrative Agent and Trustee an amended Schedule 2, setting forth the Collateral Custodian, prior to (A) a payment default on the related Loan (relevant information for 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 each case to advance to an Obligor of any Revolving Loan in a given substitute 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, 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 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”)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 obligor). 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 have control be credited to the Collection Account. Schedule 2, which is hereby incorporated into and from which none 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 OriginatorsInstitution with which such account has been established. If a substitute Collection Account is established pursuant to this Section 4.02, the Master Servicer or the Sellers shall have any right of withdrawal other than, at any time upon one Business Day’s notice provide to the Administrative Agent and Trustee an amended Schedule 2, setting forth the Collateral Custodian, prior to (A) a payment default on the related Loan (relevant information for 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 each case to advance to an Obligor of any Revolving Loan in a given substitute 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, 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 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”)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 obligor). Any request by the Servicer to invest funds in the Collection Account shall have control be in writing and from shall certify that the requested investment is an Eligible Investment that matures at or prior to the time required hereby. 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 Collection Account. Schedule 2, which none 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 OriginatorsEligible Institution with which such account has been established. If a substitute Collection Account is established pursuant to this Section 4.2, the Servicer or the Sellers shall have any right of withdrawal other than, at any time upon one Business Day’s notice provide to the Administrative Agent and Trustee an amended Schedule 2, setting forth the Collateral Custodian, prior to (A) a payment default on the related Loan (relevant information for 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 each case to advance to an Obligor of any Revolving Loan in a given substitute 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, 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 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”)Account.

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 114 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 none of neither the OriginatorsOriginator, Servicer nor the Servicer or the Sellers Seller shall have any right of withdrawal other than, at any time upon one Business Day’s notice (except with respect to the Administrative Agent and rights of 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 dayServicer set forth in Section 2.9(b), (B) a Servicer Default, (C) a Termination Event or (D) an Unmatured Termination Event, in 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, however, provided 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 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”).