Common use of Establishment of Trust Accounts Clause in Contracts

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (ii) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the Noteholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Spread Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]. (b) Funds on deposit in the Collection Account, the Note Distribution Account, and the Spread Account (collectively, the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee in Eligible Investments selected by and as directed in writing by the Servicer (which written direction may be in the form of standing instructions) or if the Servicer fails to provide written direction, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Date, all Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Total Distribution Amount. Funds on deposit in the Trust Accounts shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date preceding the following Payment Date; provided, however, that funds on deposit in Trust Accounts may be invested in Eligible Investments of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on the Payment Date. Funds deposited in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required to be invested overnight. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Trust Collateral Agent on behalf of the CertificateholdersNoteholders. The Collection Account shall initially be established with the Trust Collateral Agent. (ii) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Collateral Agent on behalf of the Noteholders. The Note Distribution Account shall initially be established with the Trust Collateral Agent. (iii) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]Trust Collateral Agent on behalf of the Noteholders. The Reserve Account shall initially be established with the Trust Collateral Agent. (b) Funds on deposit in the Collection Account, the Reserve Account and the Note Distribution Account, and the Spread Account (collectively, the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected by and as directed in writing by the Servicer (which pursuant to standing instructions or otherwise). Absent receipt of such written investment direction may be in from the form of standing instructions) or if the Servicer fails to provide written directionServicer, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Date, all Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and held uninvested. All such Eligible Investments shall be deemed to constitute a portion held by or on behalf of the Total Distribution AmountTrust Collateral Agent for the benefit of the Noteholders. Funds Other than as permitted by the Rating Agencies, funds on deposit in the any Trust Accounts Account shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date Business Day immediately preceding the following Payment Distribution Date; provided. All Eligible Investments will be held to maturity. Each institution at which the relevant Trust Account is maintained shall invest the funds therein as directed in writing by the Servicer in Eligible Investments. (c) All Investment Earnings of moneys deposited in each Trust Account shall be deposited (or caused to be deposited) in the Collection Account on each Distribution Date by the Trust Collateral Agent and applied as Available Funds on such Distribution Date, howeverand any loss resulting from such investments shall be charged to the related Trust Account. The Servicer will not direct the Trust Collateral Agent to make any investment of any funds held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, that in either case without any further action by any Person, and, in connection with any direction to the Trust Collateral Agent to make any such investment, if requested by the Trust Collateral Agent, the Servicer shall deliver to the Trust Collateral Agent an Opinion of Counsel, acceptable to the Trust Collateral Agent, to such effect. (d) The Trust Collateral Agent shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trust Collateral Agent’s negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trust Collateral Agent, in its commercial capacity as principal obligor and not as Trust Collateral Agent or as Trustee, in accordance with their terms. (e) If (i) the Servicer shall have failed to give investment directions in writing for any funds on deposit in the Trust Accounts to the Trust Collateral Agent by 1:00 p.m. Eastern Time (or such other time as may be invested agreed by the Issuer and Trust Collateral Agent) on any Business Day; or (ii) a Default or Event of Default shall have occurred and is continuing with respect to the Notes but the Notes shall not have been declared due and payable, or, if such Notes shall have been declared due and payable following an Event of Default, amounts collected or received from the Trust Property are being applied as if there had not been such a declaration; then the Trust Collateral Agent shall, to the fullest extent practicable, invest and reinvest funds in Eligible Investments of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on Trust Accounts in accordance with the Payment Date. Funds deposited instructions outlined in a the most recent investment direction letter between the Servicer and the Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required to be invested overnightCollateral Agent. (i) The Indenture Trustee Trust Collateral Agent shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) for the benefit of the Noteholders and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders and the Certificateholders or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee Trust Collateral Agent (or the Servicer on its behalf) shall within 10 five Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. In connection with the foregoing, the Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall notify the Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, Trust Collateral Agent agrees that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts; and, subject to the last sentence of Section 5.1(c)(i); and except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture TrusteeTrust Collateral Agent, and the Indenture Trustee Trust Collateral Agent shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security Physical Property shall be delivered to the Indenture Trustee Trust Collateral Agent in accordance with paragraph (ia) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee Trust Collateral Agent or its agent; a securities intermediary (C) any as such Trust Account Property that constitutes an Uncertificated Security (including any investments term is defined in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (iiSection 8-102(14) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’sUCC) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from acting solely for the Trust Accounts for the purpose of permitting the Servicer or the Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.Collateral Agent;

Establishment of Trust Accounts. (i) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Trust Collateral Agent on behalf of the CertificateholdersNoteholders. The Collection Account shall initially be established with the Trust Collateral Agent. (ii) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Collateral Agent on behalf of the Noteholders. The Note Distribution Account shall initially be established with the Trust Collateral Agent. (iii) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]Trust Collateral Agent on behalf of the Noteholders. The Reserve Account shall initially be established with the Trust Collateral Agent. (b) Funds on deposit in the Collection Account, the Reserve Account and the Note Distribution Account, and the Spread Account (collectively, the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected by and as directed in writing by the Servicer (which pursuant to standing instructions or otherwise). Absent receipt of such written investment direction may be in from the form of standing instructions) or if the Servicer fails to provide written directionServicer, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Date, all Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and held uninvested. All such Eligible Investments shall be deemed to constitute a portion held by or on behalf of the Total Distribution AmountTrust Collateral Agent for the benefit of the Noteholders. Funds Other than as permitted by the Rating Agencies, funds on deposit in the any Trust Accounts Account shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date Business Day immediately preceding the following Payment Distribution Date; provided. All Eligible Investments will be held to maturity. Each institution at which the relevant Trust Account is maintained shall invest the funds therein as directed in writing by the Servicer in Eligible Investments. (c) All Investment Earnings of moneys deposited in each Trust Account shall be deposited (or caused to be deposited) in the Collection Account on each Distribution Date by the Trust Collateral Agent and applied as Available Funds on such Distribution Date, howeverand any loss resulting from such investments shall be charged to the related Trust Account. The Servicer will not direct the Trust Collateral Agent to make any investment of any funds held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, that in either case without any further action by any Person, and, in connection with any direction to the Trust Collateral Agent to make any such investment, if requested by the Trust Collateral Agent, the Servicer shall deliver to the Trust Collateral Agent an Opinion of Counsel, acceptable to the Trust Collateral Agent, to such effect. (d) The Trust Collateral Agent shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trust Collateral Agent’s negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trust Collateral Agent, in its commercial capacity as principal obligor and not as Trust Collateral Agent or as Trustee, in accordance with their terms. (e) If (i) the Servicer shall have failed to give investment directions in writing for any funds on deposit in the Trust Accounts to the Trust Collateral Agent by 1:00 p.m. Eastern Time (or such other time as may be invested agreed by the Issuer and Trust Collateral Agent) on any Business Day; or (ii) a Default or Event of Default shall have occurred and is continuing with respect to the Notes but the Notes shall not have been declared due and payable, or, if such Notes shall have been declared due and payable following an Event of Default, amounts collected or received from the Trust Property are being applied as if there had not been such a declaration; then the Trust Collateral Agent shall, to the fullest extent practicable, invest and reinvest funds in Eligible Investments of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on Trust Accounts in accordance with the Payment Date. Funds deposited instructions outlined in a the most recent investment direction letter between the Servicer and the Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required to be invested overnightCollateral Agent. (i) The Indenture Trustee Trust Collateral Agent shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) for the benefit of the Noteholders and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders and the Certificateholders or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee Trust Collateral Agent (or the Servicer on its behalf) shall within 10 five Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. In connection with the foregoing, the Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall notify the Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, Trust Collateral Agent agrees that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts; and, subject to the last sentence of Section 5.1(c)(i); and except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture TrusteeTrust Collateral Agent, and the Indenture Trustee Trust Collateral Agent shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security Physical Property shall be delivered to the Indenture Trustee Trust Collateral Agent in accordance with paragraph (ia) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee Trust Collateral Agent or its agenta securities intermediary (as such term is defined in Section 8-102(14) of the UCC) acting solely for the Trust Collateral Agent; (C) the “securities intermediary’s jurisdiction” for purposes of Section 8-110 of the UCC shall be the State of New York; (D) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any is a book-entry security held through the Federal Book Entry Security) Reserve System pursuant to Federal book-entry regulations shall be delivered to the Indenture Trustee in accordance with paragraph (iib) of the definition of “Delivery” and shall be maintainedmaintained by the Trust Collateral Agent, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; (E) any Trust Account Property that is an “uncertificated security” or a “security entitlement” under Article 8 of the UCC and that is not governed by clause (D) above shall be delivered to the Trust Collateral Agent in accordance with paragraph (c) or (d), if applicable, of the definition of “Delivery” and shall be maintained by the Trust Collateral Agent, pending maturity or disposition, through continued registration of the Indenture TrusteeTrust Collateral Agent’s (or its custodian or nominee’s) ownership of such security; and (DF) with respect to any cash that is Trust Account Property that constitutes shall be considered a Federal Book Entry Security, “financial asset” under Article 8 of the Indenture Trustee shall maintain and obtain Control over such propertyUCC. (iiig) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, power to instruct the Indenture Trustee Trust Collateral Agent to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or and the Trustee Trust Collateral Agent to carry out its their respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenturehereunder. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Trust Collateral Agent on behalf of the CertificateholdersNoteholders. The Collection Account shall initially be established with the Trust Collateral Agent. (ii) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Collateral Agent on behalf of the Noteholders. The Note Distribution Account shall initially be established with the Trust Collateral Agent. (iii) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]Trust Collateral Agent on behalf of the Noteholders. The Reserve Account shall initially be established with the Trust Collateral Agent. (b) Funds on deposit in the Collection Account, the Reserve Account and the Note Distribution Account, and the Spread Account (collectively, the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected by and as directed in writing by the Servicer (which pursuant to standing instructions or otherwise). Absent receipt of such written investment direction may be in from the form of standing instructions) or if the Servicer fails to provide written directionServicer, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Date, all Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and held uninvested. All such Eligible Investments shall be deemed to constitute a portion held by or on behalf of the Total Distribution AmountTrust Collateral Agent for the benefit of the Noteholders. Funds Other than as permitted by the Rating Agencies, funds on deposit in the any Trust Accounts Account shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date Business Day immediately preceding the following Payment Distribution Date; provided. All Eligible Investments will be held to maturity. Each institution at which the relevant Trust Account is maintained shall invest the funds therein as directed in writing by the Servicer in Eligible Investments. The Servicer acknowledges that upon its written request and at no additional cost, howeverit has the right to receive notification after the completion of each such investment or the Trust Collateral Agent’s receipt of a broker confirmation. The Servicer agrees that such notifications will not be provided by the Trust Collateral Agent hereunder, and the Trust Collateral Agent shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. No statement need be made available if no activity has occurred in the relevant Trust Account during such period. (c) All Investment Earnings of moneys deposited in each Trust Account shall be deposited (or caused to be deposited) in the Collection Account on each Distribution Date by the Trust Collateral Agent and applied as Available Funds on such Distribution Date, and any loss resulting from such investments shall be charged to the related Trust Account. The Servicer will not direct the Trust Collateral Agent to make any investment of any funds held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trust Collateral Agent to make any such investment, if requested by the Trust Collateral Agent, the Servicer shall deliver to the Trust Collateral Agent an Opinion of Counsel, acceptable to the Trust Collateral Agent, to such effect. (d) The Trust Collateral Agent shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trust Collateral Agent’s negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trust Collateral Agent, in its commercial capacity as principal obligor and not as Trust Collateral Agent or as Trustee, in accordance with their terms. (e) If (i) the Servicer shall have failed to give investment directions in writing for any funds on deposit in the Trust Accounts to the Trust Collateral Agent by 1:00 p.m. Eastern Time (or such other time as may be invested agreed by the Issuer and the Trust Collateral Agent) on any Business Day; or (ii) a Default or Event of Default shall have occurred and is continuing with respect to the Notes but the Notes shall not have been declared due and payable, or, if such Notes shall have been declared due and payable following an Event of Default, amounts collected or received from the Trust Property are being applied as if there had not been such a declaration; then the Trust Collateral Agent shall, to the fullest extent practicable, invest and reinvest funds in Eligible Investments of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on Trust Accounts in accordance with the Payment Date. Funds deposited instructions outlined in a the most recent investment direction letter between the Servicer and the Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required to be invested overnightCollateral Agent. (i) The Indenture Trustee Trust Collateral Agent shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) for the benefit of the Noteholders and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders and the Certificateholders or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee Trust Collateral Agent (or the Servicer on its behalf) shall within 10 five (5) Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. In connection with the foregoing, the Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall notify the Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, Trust Collateral Agent agrees that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts; and, subject to the last sentence of Section 5.1(c)(i); and except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture TrusteeTrust Collateral Agent, and the Indenture Trustee Trust Collateral Agent shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security Physical Property shall be delivered to the Indenture Trustee Trust Collateral Agent in accordance with paragraph (ia) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee Trust Collateral Agent or its agenta securities intermediary (as such term is defined in Section 8-102(14) of the UCC) acting solely for the Trust Collateral Agent; (C) the “securities intermediary’s jurisdiction” for purposes of Section 8-110 of the UCC shall be the State of New York; (D) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any is a book-entry security held through the Federal Book Entry Security) Reserve System pursuant to federal book-entry regulations shall be delivered to the Indenture Trustee in accordance with paragraph (iib) of the definition of “Delivery” and shall be maintainedmaintained by the Trust Collateral Agent, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; (E) any Trust Account Property that is an “uncertificated security” or a “security entitlement” under Article 8 of the UCC and that is not governed by clause (D) above shall be delivered to the Trust Collateral Agent in accordance with paragraph (c) or (d), if applicable, of the definition of “Delivery” and shall be maintained by the Trust Collateral Agent, pending maturity or disposition, through continued registration of the Indenture TrusteeTrust Collateral Agent’s (or its custodian or nominee’s) ownership of such security; and (DF) with respect to any cash that is Trust Account Property that constitutes shall be considered a Federal Book Entry Security, “financial asset” under Article 8 of the Indenture Trustee shall maintain and obtain Control over such propertyUCC. (iiig) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, power to instruct the Indenture Trustee Trust Collateral Agent to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or and the Trustee Trust Collateral Agent to carry out its their respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenturehereunder. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (ii) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the NoteholdersTrust, shall establish and maintain in the name of the Indenture Trustee Trust an Eligible Deposit Account (the “Spread Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and CertificateholdersTrust. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]. (b) Funds on deposit in the Collection Account, the Note Distribution Account, and the Spread Account (collectively, the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee in Eligible Investments selected by and as directed in writing by the Servicer (which written direction may be in the form of standing instructions) or if the Servicer fails to provide written direction, such funds on deposit in the Trust Accounts shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indentureremain uninvested; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments; provided further, funds on deposit in the Spread Account shall be invested only in Eligible Investments meeting the requirements of Part 246.4(b)(2) of Regulation RR, as determined solely by the Servicer. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of of: (i) with respect to Eligible Investments relating to the Spread Account, the Trust; and (ii) in all other cases, the Noteholders and the Certificateholders or the Noteholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Payment Date, all Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Total Distribution Amount. Funds on deposit in the Trust Accounts shall be invested in Eligible Investments (or other investments permitted by the Rating AgenciesAgencies that, in the case of investments relating to the Spread Account, meet the requirements of Regulation RR) that will mature so that such funds will be available at the close of business on the Transfer Date preceding the following Payment Date; provided, however, that funds on deposit in Trust Accounts may be invested in . Eligible Investments may not be purchased at a premium. For the avoidance of doubt, in no event shall the Indenture Trustee have any obligation or responsibility to monitor or enforce compliance with, or be charged with knowledge of the entity serving as Indenture Trustee payable on demand requirements of Regulation RR (including, but not limited to, §246.4(b)(2) and §246.4(b)(3)(i) therein), nor shall it be liable to any investor or that mature so that such funds will be available on any other party whatsoever for any violation of Regulation RR (including, but not limited to, §246.4(b)(2) and §246.4(b)(3)(i) therein) or any similar provisions now or hereafter in effect or the Payment Date. Funds deposited in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation breach of any Eligible Investments are not required to be invested overnightterms of the Indenture or any other document in connection therewith. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of (A) with respect to the Spread Account, the Trust, and (B) in all other cases, the Noteholders and the Certificateholders or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account; provided, however, that any new Spread Account shall satisfy any requirements of Regulation RR. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of (i) with respect to Trust Account Property relating to the Spread Account, the Trust’s (or its custodian or nominee’s) ownership of such security, and (ii) in all other cases, the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Trust Collateral Agent on behalf of the CertificateholdersNoteholders. The Collection Account shall initially be established with the Trust Collateral Agent. (ii) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Collateral Agent on behalf of the Noteholders. The Note Distribution Account shall initially be established with the Trust Collateral Agent. (iii) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]Trust Collateral Agent on behalf of the Noteholders. The Reserve Account shall initially be established with the Trust Collateral Agent. (b) Funds on deposit in the Collection Account, the Reserve Account and the Note Distribution Account, and the Spread Account (collectively, the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected by and as directed in writing by the Servicer (which pursuant to standing instructions or otherwise). Absent receipt of such written investment direction may be in from the form of standing instructions) or if the Servicer fails to provide written directionServicer, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Date, all Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and held uninvested. All such Eligible Investments shall be deemed to constitute a portion held by or on behalf of the Total Distribution AmountTrust Collateral Agent for the benefit of the Noteholders. Funds Other than as permitted by the Rating Agencies, funds on deposit in the any Trust Accounts Account shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date Business Day immediately preceding the following Payment Distribution Date; provided. All Eligible Investments will be held to maturity. Each institution at which the relevant Trust Account is maintained shall invest the funds therein as directed in writing by the Servicer in Eligible Investments. The Servicer acknowledges that upon its written request and at no additional cost, howeverit has the right to receive notification after the completion of each such investment or the Trust Collateral Agent’s receipt of a broker confirmation. The Servicer agrees that such notifications will not be provided by the Trust Collateral Agent hereunder, and the Trust Collateral Agent shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. No statement need be made available if no activity has occurred in the relevant Trust Account during such period. (c) All Investment Earnings of moneys deposited in each Trust Account shall be deposited (or caused to be deposited) in the Collection Account on each Distribution Date by the Trust Collateral Agent and applied as Available Funds on such Distribution Date, and any loss resulting from such investments shall be charged to the related Trust Account. The Servicer will not direct the Trust Collateral Agent to make any investment of any funds held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trust Collateral Agent to make any such investment, if requested by the Trust Collateral Agent, the Servicer shall deliver to the Trust Collateral Agent an Opinion of Counsel, acceptable to the Trust Collateral Agent, to such effect. (d) The Trust Collateral Agent shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trust Collateral Agent’s negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trust Collateral Agent, in its commercial capacity as principal obligor and not as Trust Collateral Agent or as Trustee, in accordance with their terms. (e) If (i) the Servicer shall have failed to give investment directions in writing for any funds on deposit in the Trust Accounts to the Trust Collateral Agent by 1:00 p.m. Eastern Time (or such other time as may be invested agreed by the Issuer and the Trust Collateral Agent) on any Business Day; or (ii) a Default or Event of Default shall have occurred and is continuing with respect to the Notes but the Notes shall not have been declared due and payable, or, if such Notes shall have been declared due and payable following an Event of Default, amounts collected or received from the Trust Property are being applied as if there had not been such a declaration; then the Trust Collateral Agent shall, to the fullest extent practicable, invest and reinvest funds in Eligible Investments of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on Trust Accounts in accordance with the Payment Date. Funds deposited instructions outlined in a the most recent investment direction letter between the Servicer and the Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required to be invested overnightCollateral Agent. (i) The Indenture Trustee Trust Collateral Agent shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) for the benefit of the Noteholders and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders and the Certificateholders or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee Trust Collateral Agent (or the Servicer on its behalf) shall within 10 five (5) Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. In connection with the foregoing, the Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall notify the Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, Trust Collateral Agent agrees that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts; and, subject to the last sentence of Section 5.1(c)(i); and except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture TrusteeTrust Collateral Agent, and the Indenture Trustee Trust Collateral Agent shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security Physical Property shall be delivered to the Indenture Trustee Trust Collateral Agent in accordance with paragraph (ia) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee Trust Collateral Agent or its agent; a securities intermediary (C) any as such Trust Account Property that constitutes an Uncertificated Security (including any investments term is defined in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (iiSection 8-102(14) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’sUCC) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from acting solely for the Trust Accounts for the purpose of permitting the Servicer or the Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.Collateral Agent;

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish cause to be established and maintain maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (ii) The Servicer, for the benefit of the Noteholders and the CertificateholdersNoteholders, shall establish cause to be established and maintain maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the NoteholdersNoteholders and the Certificateholders, shall establish cause to be established and maintain maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]. (b) Funds on deposit in the Collection Account, the Note Distribution Account, Account and the Spread Reserve Account (collectively, collectively the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee in Eligible Investments selected by and as directed in writing by the Servicer (which Servicer. In absence of written direction may be in from the form of standing instructions) or if the Servicer fails to provide written directionServicer, such funds shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph clause (di) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investmentsthereof. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the NoteholdersCertificateholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account)applicable; provided, that on each Transfer Date, Payment Determination Date all interest and other Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for the Total Distribution Amountrelated Payment Date. Funds Other than as permitted by the Rating Agencies, funds on deposit in the Trust Accounts Collection Account, the Reserve Account and the Note Distribution Account shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at (A) not later than the close of business on the Transfer Date Business Day immediately preceding the following next Payment Date; providedDate or (B) on or before 10:00 a.m. on such next Payment Date if such investment is held in the corporate trust department of the institution with which the Collection Account, howeverthe Reserve Account and the Note Distribution Account, that funds on as applicable, is then maintained and is invested either (i) in a time deposit of the Indenture Trustee rated at least A-1 by S&P Global Ratings and F1 by Fitch (such account being maintained within the corporate trust department of the Indenture Trustee), (ii) in Trust Accounts may be invested the Indenture Trustee’s common trust fund so long as such fund is rated in the highest applicable rating category by S&P Global Ratings and Fitch or (iii) in Eligible Investments specified in clauses (g) or (i) of the entity serving as definition thereof; and provided that Eligible Investments shall be available for redemption and use by the Indenture Trustee payable on demand or that mature so that such funds will be available on the relevant Payment Date. Funds deposited In no event shall the Indenture Trustee be held liable for investment losses in a Trust Account on Eligible Investments pursuant to this Section 5.01, except in its capacity as obligor thereunder. Except as otherwise provided hereunder or agreed in writing among the Transfer Date that precedes a Payment Date upon parties hereto, the maturity Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or liquidation consolidation with respect to the issuer of any Eligible Investments are not required held hereunder, and, in general, to be invested overnightexercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the NoteholdersCertificateholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. The Indenture Trustee or the other Person holding the Trust Accounts as provided in this Section 5.01(c)(i) shall be the “Securities Intermediary.” If the Securities Intermediary shall be a Person other than the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5.01. (ii) With respect to the Trust Account Property, the Indenture Trustee Securities Intermediary agrees, by its acceptance hereof, that: (A) The Trust Accounts are accounts to which Financial Assets will be credited. (B) All securities or other property underlying any Financial Assets credited to the Trust Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Trust Accounts be registered in the name of the Trust, the Servicer or the Depositor, payable to the order of the Trust, the Servicer or the Depositor or specially indorsed to the Owner Trustee, the Servicer or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (C) All property delivered to the Securities Intermediary pursuant to this Agreement will be promptly credited to the appropriate Trust Account. (D) Each item of property (whether investment property, Financial Asset, security, instrument or cash) credited to a Trust Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (E) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Trust Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Trust, the Servicer, the Depositor or any other Person. (F) The Trust Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Trust Accounts (as well as the securities entitlements (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York. (G) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Trust Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Trust, the Depositor, the Servicer or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(c)(ii)(E) hereof. (H) Except for the claims and interest of the Indenture Trustee and of the Trust in the Trust Accounts, the Securities Intermediary knows of no claim to, or interest in, the Trust Accounts or in any Financial Asset credited thereto. If any other person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Trust Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer and the Trust thereof. (I) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Trust Accounts and/or any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject simultaneously to each of the last sentence of Section 5.1(c)(i); Servicer and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Trust Collateral Agent on behalf of the CertificateholdersNoteholders. The Collection Account shall initially be established with the Trust Collateral Agent. (ii) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Collateral Agent on behalf of the Noteholders. The Note Distribution Account shall initially be established with the Trust Collateral Agent. (iii) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]Trust Collateral Agent on behalf of the Noteholders. The Reserve Account shall initially be established with the Trust Collateral Agent. (b) Funds on deposit in the Collection Account, the Reserve Account and the Note Distribution Account, and the Spread Account (collectively, the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected by and as directed in writing by the Servicer (which pursuant to standing instructions or otherwise). Absent receipt of such written investment direction may be in from the form of standing instructions) or if the Servicer fails to provide written directionServicer, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Date, all Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and held uninvested. All such Eligible Investments shall be deemed to constitute a portion held by or on behalf of the Total Distribution AmountTrust Collateral Agent for the benefit of the Noteholders. Funds Other than as permitted by the Rating Agencies, funds on deposit in the any Trust Accounts Account shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date Business Day immediately preceding the following Payment Distribution Date; provided, however, that funds on deposit in Trust Accounts may be invested in . All Eligible Investments of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on the Payment Date. Funds deposited in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required to be invested overnight. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.to

Establishment of Trust Accounts. (a) On the Closing Date and at such other times as specified herein, the Administrator shall establish the following Eligible Deposit Accounts as more fully described below: (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the a “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders.; (ii) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the a “Note Distribution Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders.; (iii) The Servicer, for the benefit of the Noteholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Spread Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders.[Reserved]; (iv) [Reserved].a “Supplemental Purchase Account”; (v) [Reserved].; (vi) [Reserved].; (vii) [Reserved]; (viii) a “Floor Income Rebate Account”; and (ix) a “Borrower Benefit Account.” (b) Funds on deposit in the Collection Account, the Note Distribution Account, and the Spread Account each account specified in Section 2.3(a) above (collectively, the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee (or any custodian or designated agent with respect to any amounts on deposit in such accounts) in Eligible Investments selected by and as directed in writing (including Eligible Investments of the Indenture Trustee) pursuant to written instructions by the Servicer (which written direction may be in the form of standing instructions) or if the Servicer fails to provide written direction, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the IndentureAdministrator; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments. All such Eligible Investments shall be held by (or controlled by any custodian on behalf of) the Indenture Trustee for the benefit of the Noteholders and Issuer; provided that: (i) on or before the Certificateholders Business Day preceding each Distribution Date (or the Noteholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, on or before that on each Transfer Distribution Date, in the case of investments in money market accounts), all Investment Earnings interest and other investment income (net of losses and investment expenses) on funds on deposit in each Trust Account (other than the Trust Accounts Borrower Benefit Account) shall be deposited into the Collection Account and shall be deemed included as a part of Available Funds for such Distribution Date; and (ii) all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Borrower Benefit Account shall be retained therein until withdrawn pursuant to constitute a portion Section 2.10(f) of this Agreement. Other than as described in the Total Distribution Amount. Funds following proviso or as otherwise permitted by the Rating Agencies then rating the Notes, funds on deposit in the Trust Accounts shall only be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date Business Day preceding the following Payment Distribution Date; provided, however, that funds on deposit in Trust Accounts may be invested in Eligible Investments of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on the Payment Date. Funds deposited in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required to be invested overnight. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.,

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (ii) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the Noteholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Spread Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]. (b) Funds on deposit in the Collection Account, the Note Distribution Account, and the Spread Account (collectively, the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee in Eligible Investments selected by and as directed in writing by the Servicer (which written direction may be in the form of standing instructions) or if the Servicer fails to provide written direction, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Payment Date, all Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Total Distribution Amount. Funds on deposit in the Trust Accounts shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will or be available at the close of business liquidated on the Transfer Date preceding the following Payment Date; provided, however, that funds on deposit in Trust Accounts may be invested in Eligible Investments of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on the Payment Date. Funds deposited in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required to be invested overnight. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Trust Collateral Agent on behalf of the CertificateholdersNoteholders. The Collection Account shall initially be established with the Trust Collateral Agent. (ii) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Collateral Agent on behalf of the Noteholders. The Note Distribution Account shall initially be established with the Trust Collateral Agent. (iii) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]Trust Collateral Agent on behalf of the Noteholders. The Reserve Account shall initially be established with the Trust Collateral Agent. (b) Funds on deposit in the Collection Account, the Reserve Account and the Note Distribution Account, and the Spread Account (collectively, the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected by and as directed in writing by the Servicer (which written direction may be in the form of pursuant to standing instructions) instructions or if the Servicer fails to provide written direction, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investmentsotherwise). All such Eligible Investments shall be held by or controlled by on behalf of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders and Noteholders. Other than as permitted by the Certificateholders or the NoteholdersRating Agencies, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Date, all Investment Earnings on funds on deposit in the any Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Total Distribution Amount. Funds on deposit in the Trust Accounts shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date Business Day immediately preceding the following Payment Distribution Date; provided. All Eligible Investments will be held to maturity. Each institution at which the relevant Trust Account is maintained shall invest the funds therein as directed in writing by the Servicer in Eligible Investments. (c) All Investment Earnings of moneys deposited in each Trust Account shall be deposited (or caused to be deposited) in the Collection Account on each Distribution Date by the Trust Collateral Agent and applied as Available Funds on such Distribution Date, howeverand any loss resulting from such investments shall be charged to such Trust Account. The Servicer will not direct the Trust Collateral Agent to make any investment of any funds held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, that in either case without any further action by any Person, and, in connection with any direction to the Trust Collateral Agent to make any such investment, if requested by the Trust Collateral Agent, the Servicer shall deliver to the Trust Collateral Agent an Opinion of Counsel, acceptable to the Trust Collateral Agent, to such effect. (d) The Trust Collateral Agent shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trust Collateral Agent’s negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trust Collateral Agent, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (e) If (i) the Servicer shall have failed to give investment directions in writing for any funds on deposit in the Trust Accounts to the Trust Collateral Agent by 1:00 p.m. Eastern Time (or such other time as may be invested agreed by the Issuer and Trust Collateral Agent) on any Business Day; or (ii) a Default or Event of Default shall have occurred and is continuing with respect to the Notes but the Notes shall not have been declared due and payable, or, if such Notes shall have been declared due and payable following an Event of Default, amounts collected or received from the Trust Property are being applied as if there had not been such a declaration; then the Trust Collateral Agent shall, to the fullest extent practicable, invest and reinvest funds in Eligible Investments the Trust Accounts in the investment described in clause (d) of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on the Payment Date. Funds deposited in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation definition of any Eligible Investments are not required to be invested overnightInvestments. (i) The Indenture Trustee Trust Collateral Agent shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) for the benefit of the Noteholders and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders and the Certificateholders or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee Trust Collateral Agent (or the Servicer on its behalf) shall within 10 five Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. In connection with the foregoing, the Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall notify the Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, Trust Collateral Agent agrees that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts; and, subject to the last sentence of Section 5.1(c)(i); and except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture TrusteeTrust Collateral Agent, and the Indenture Trustee Trust Collateral Agent shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security Physical Property shall be delivered to the Indenture Trustee Trust Collateral Agent in accordance with paragraph (ia) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee Trust Collateral Agent or its agenta securities intermediary (as such term is defined in Section 8-102(14) of the UCC) acting solely for the Trust Collateral Agent; (C) the “securities intermediary’s jurisdiction” for purposes of Section 8-110 of the UCC shall be the State of New York; (D) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any is a book-entry security held through the Federal Book Entry Security) Reserve System pursuant to Federal book-entry regulations shall be delivered to the Indenture Trustee in accordance with paragraph (iib) of the definition of “Delivery” and shall be maintainedmaintained by the Trust Collateral Agent, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; (E) any Trust Account Property that is an “uncertificated security” or a “security entitlement” under Article 8 of the UCC and that is not governed by clause (D) above shall be delivered to the Trust Collateral Agent in accordance with paragraph (c) or (d), if applicable, of the definition of “Delivery” and shall be maintained by the Trust Collateral Agent, pending maturity or disposition, through continued registration of the Indenture TrusteeTrust Collateral Agent’s (or its custodian or nominee’s) ownership of such security; and (DF) with respect to any cash that is Trust Account Property that constitutes shall be considered a Federal Book Entry Security, “financial asset” under Article 8 of the Indenture Trustee shall maintain and obtain Control over such propertyUCC. (iiig) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, power to instruct the Indenture Trustee Trust Collateral Agent to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or and the Trustee Trust Collateral Agent to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenturehereunder. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (ia) The ServicerIssuer, for the benefit of the Noteholders and the CertificateholdersNoteholders, shall cause the Servicer to establish and maintain in the name of the Indenture Trustee an three non-interest bearing Eligible Deposit Account Accounts (respectively, the “Collection Account”, the “Principal Distribution Account” and the “Reserve Account”), each bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (ii) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit on behalf of the Noteholders. (iii) The Servicer, for the benefit of the Noteholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Spread Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]. (b) Funds on deposit deposited in the Reserve Account shall be held uninvested. Funds deposited in the Collection Account or Principal Distribution Account (including amounts, if any, which the Servicer is required to remit to the Collection Account pursuant to Section 5.02) shall be invested in a Permitted Investment selected by the Servicer in writing. The investments shall mature, in the case of the Collection Account, on the Note Distribution AccountPayment Date in the Collection Period following the Collection Period during which the investment was made, and so long as the Spread funds in the Collection Account (collectively, the “Trust Accounts”) shall be are invested or reinvested by in a Permitted Investment for which the Indenture Trustee in Eligible Investments selected by and as directed in writing by or an Affiliate is the manager of such fund, otherwise such investments shall mature one Business Day prior to the Payment Date. The Servicer (which written direction may be in the form of standing instructions) or if the Servicer fails to shall provide written direction, shall be invested or reinvested by notice to the Indenture Trustee promptly upon any investment in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect Collection Account or Principal Distribution Account ceasing to the proviso therein) as set forth in Appendix A be a Permitted Investment, and such notification shall include an instruction to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for to withdraw the selection of, or any loss arising funds from the ineligible investment and to invest such funds into another Permitted Investment. If no such investment indirection is provided by the Servicer, Eligible Investmentssuch funds shall be held uninvested. All such Eligible Permitted Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as applicable and no Permitted Investments may be purchased at a premium. Amounts invested in Permitted Investments may not be converted into cash, sold or otherwise disposed of other than (and for the purposes of Articles 8 and 9 i) upon maturity of the UCCrelated investment, each Eligible (ii) upon the date the related investment no longer meets the investment criteria of a Permitted Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that or (iii) on each Transfer any Payment Date, all in order to allow the amount invested to be distributed to the Noteholders or Certificateholders in accordance with Section 5.04. All Net Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account shall remain in the Collection Account as Available Collections and (ii) the Reserve Account shall be deemed to constitute a portion of the Total Distribution Amount. Funds remain on deposit in the Trust Accounts shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business therein, subject to withdrawals therefrom and deposits thereto on the Transfer Date preceding the following Payment Date; provided, however, that funds on deposit in Trust Accounts may be invested in Eligible Investments of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on the related Payment Date. Funds deposited Except as otherwise provided hereunder or agreed in a Trust Account on writing among the Transfer Date that precedes a Payment Date upon parties hereto, the maturity Issuer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or liquidation consolidation with respect to the issuer of any Eligible Investments are not required securities held hereunder, and, in general, to be invested overnightexercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds and investment property on deposit from time to time in or credited to the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investmentsinvestment property, proceeds and income shall be part of the Trust Estateassets of the Issuer, except as otherwise set forth herein. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and Noteholders. The Servicer shall have no power or right to change or alter any of the Certificateholders or the Noteholders, as the case may be. Ifforegoing initial specifications in Section 5.01(c); provided that if, at any time, any of the Trust Accounts Account ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 ten) Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in from the no-account that is no longer an Eligible Deposit Account to such the new Trust Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, thatthat any Trust Property: (A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i5.01(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security Physical Property shall be delivered to the Indenture Trustee in accordance with paragraph (ia) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agenta Securities Intermediary acting solely for the Indenture Trustee; (C) any that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; (D) that constitutes is an Uncertificated Security “uncertificated security” under Article 8 of the UCC and that is not governed by clause (including any investments in money market mutual funds, but excluding any Federal Book Entry SecurityC) above shall be delivered to the Indenture Trustee in accordance with paragraph (iic) of the definition of “Delivery” and shall be maintainedmaintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (DE) that is a Security Entitlement shall be delivered in accordance with respect to any Trust Account Property that constitutes a Federal Book Entry Security, clause (iv) of the definition of the term “Delivery” and shall be held pending maturity or disposition by the Indenture Trustee shall maintain and obtain Control over such propertyor a securities intermediary acting solely for the Indenture Trustee. (iii) The Servicer shall have the power, power (which power shall be revocable by the Indenture Trustee Trustee, or by the Trustee, Owner Trustee with the consent of the Indenture Trustee, following a Servicer Termination Event) to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts held by the Indenture Trustee for the purpose of permitting withdrawing any amounts deposited in error into such accounts and withdrawing therefrom amounts that the Servicer or the Trustee is authorized to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under withdraw in accordance with Section 5.04(a) hereof and Section 5.04 of the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (a) Prior to the Closing Date, the Master Servicer shall open, at a depository institution (which may be the Indenture Trustee, the Bank or the Master Servicer), the following accounts (the "Trust Accounts"): (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain an account in the name of the Indenture Trustee an Eligible Deposit Account (the “"Collection Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders.Securityholders; (ii) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain an account in the name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution "Holding Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders.Securityholders; (iii) The Servicer, for the benefit of the Noteholders, shall establish and maintain an account in the name of the Indenture Trustee an Eligible Deposit Account (the “"Spread Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders.Securityholders; (iv) [Reserved].an account in the name of the Indenture Trustee (the "Note Distribution Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders; and (v) [Reserved]. an account in the name of the Owner Trustee (vithe "Certificate Distribution Account") [Reserved]. bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders. The Trust Accounts shall be Eligible Accounts and relate solely to the Securities and to the Contracts and Eligible Investments. The Master Servicer shall give the Indenture Trustee, the Owner Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All monies (viiexclusive of the Retained Yield) [Reserved]. (b) Funds on deposit deposited in or credited to, from time to time, the Trust Accounts shall be part of the Trust Estate and all monies deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Certificate Distribution Account and the Note Distribution Account, and the Spread Account (collectively, the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee in Eligible Investments selected by and as directed pursuant to Section 5.01(b). On the Business Day following each Distribution Date, all amounts, if any, on deposit in writing by or credited to the Servicer Holding Account (which written direction may excluding any installments of Monthly P&I that are due in one or more Due Periods ending subsequent to the Distribution Date immediately succeeding such Distribution Date) shall be transferred to the Collection Account. (b) All funds in the form of standing instructions) or if Collection Account, the Servicer fails to provide written directionSpread Account, the Note Distribution Account and the Certificate Distribution Account shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified and/or Proprietary Funds. Unless and until the RIC is no longer an Eligible Investment, all funds in paragraph (d) of such Trust Accounts, in each case that are available for investment in Eligible Investments or in Proprietary Funds, shall be invested in the definition of “RIC or in Proprietary Funds. If the RIC is no longer an Eligible Investments” (without giving effect Investment then, subject to the proviso therein) as limitations set forth in Appendix A to herein, the Indenture; provided, however, it is understood and agreed that Master Servicer may direct the Indenture Trustee shall not be liable for in writing to invest funds in the selection offoregoing Trust Accounts in Eligible Investments or Proprietary Funds other than the RIC; provided that in the absence of such directions from the Master Servicer, or any loss arising from such investment in, Eligible Investmentsthe Insurer may so direct the Indenture Trustee. All such Eligible Investments investments shall be held or controlled by in the name of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the NoteholdersCertificateholders, as applicable applicable. All income or other gain from investment of monies deposited in or credited to the Collection Account (and for including without limitation the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Date, all Investment Earnings on funds on deposit in the Trust Accounts RIC Reinvestment Earnings) shall be deposited into in or credited to the Collection Account immediately upon receipt, and any loss resulting from such investment shall be deemed charged to constitute a portion the Collection Account. All income or other gain from investment of monies deposited in or credited to the Total Spread Account (including without limitation the RIC Reinvestment Earnings) shall be deposited in or credited to the Spread Account immediately upon receipt, and any loss resulting from such investment shall be charged to the Spread Account. All income or other gain from investment of monies deposited in or credited to the Note Distribution AmountAccount (including without limitation the RIC Reinvestment Earnings) shall be deposited in or credited to the Note Distribution Account immediately upon receipt, and any loss resulting from such investment shall be charged to the Note Distribution Account. Funds on deposit All income or other gain from investment of monies deposited in or credited to the Certificate Distribution Account (including without limitation the RIC Reinvestment Earnings) shall be deposited in or credited to the Certificate Distribution Account immediately upon receipt, and any loss resulting from such investment shall be charged to the Certificate Distribution Account. The maximum permissible maturities of any investments of funds in the Trust Accounts Collection Account, the Spread Account, the Note Distribution Account and the Certificate Distribution Account on any date shall not be invested in Eligible Investments (or other investments permitted by later than the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date fifth Business Day immediately preceding the following Payment DateDistribution Date next succeeding the date of such investment; provided, however, that such funds on deposit in Trust Accounts may be invested by the Indenture Trustee in Eligible Investments of (other than the entity serving as Indenture Trustee payable on demand or RIC) that mature so that such funds will be available on the Payment DateBusiness Day before the Distribution Date or in Proprietary Funds for a period not to exceed one Business Day. Funds deposited No investment in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are may be sold prior to its maturity and all investments in Proprietary Funds shall be for a period not required to exceed one Business Day. (c) Funds in the Holding Account shall not be invested overnightinvested. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts (exclusive of Retained Yield, if any) and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts Accounts, other than the Certificate Distribution Account, shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the NoteholdersCertificateholders, as the case may be. The Certificate Distribution Account shall be in the name of the Owner Trustee for the benefit of the Certificateholders. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.Eligible

Establishment of Trust Accounts. (i) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Trust Collateral Agent on behalf of the CertificateholdersNoteholders. The Collection Account shall initially be established with the Trust Collateral Agent. (ii) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Collateral Agent on behalf of the Noteholders. The Note Distribution Account shall initially be established with the Trust Collateral Agent. (iii) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]Trust Collateral Agent on behalf of the Noteholders. The Reserve Account shall initially be established with the Trust Collateral Agent. (b) Funds on deposit in the Collection Account, the Reserve Account and the Note Distribution Account, and the Spread Account (collectively, the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected by and as directed in writing by the Servicer (which pursuant to standing instructions or otherwise). Absent receipt of such written investment direction may be in from the form of standing instructions) or if the Servicer fails to provide written directionServicer, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Date, all Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and held uninvested. All such Eligible Investments shall be deemed to constitute a portion held by or on behalf of the Total Distribution AmountTrust Collateral Agent for the benefit of the Noteholders. Funds Other than as permitted by the Rating Agencies, funds on deposit in the any Trust Accounts Account shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date Business Day immediately preceding the following Payment Distribution Date; provided. All Eligible Investments will be held to maturity. Each institution at which the relevant Trust Account is maintained shall invest the funds therein as directed in writing by the Servicer in Eligible Investments. The Servicer acknowledges that upon its written request and at no additional cost, howeverit has the right to receive notification after the completion of each such investment or the Trust Collateral Agent’s receipt of a broker confirmation. The Servicer agrees that such notifications will not be provided by the Trust Collateral Agent hereunder, and the Trust Collateral Agent shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. No statement need be made available if no activity has occurred in the relevant Trust Account during such period. (c) All Investment Earnings of moneys deposited in each Trust Account shall be deposited (or caused to be deposited) in the Collection Account on each Distribution Date by the Trust Collateral Agent and applied as Available Funds on such Distribution Date, and any loss resulting from such investments shall be charged to the related Trust Account. The Servicer will not direct the Trust Collateral Agent to make any investment of any funds held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trust Collateral Agent to make any such investment, if requested by the Trust Collateral Agent, the Servicer shall deliver to the Trust Collateral Agent an Opinion of Counsel, acceptable to the Trust Collateral Agent, to such effect. (d) The Trust Collateral Agent shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trust Collateral Agent’s negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trust Collateral Agent, in its commercial capacity as principal obligor and not as Trust Collateral Agent or as Trustee, in accordance with their terms. (e) If (i) the Servicer shall have failed to give investment directions in writing for any funds on deposit in the Trust Accounts to the Trust Collateral Agent by 1:00 p.m. Eastern Time (or such other time as may be invested agreed by the Issuer and Trust Collateral Agent) on any Business Day; or (ii) a Default or Event of Default shall have occurred and is continuing with respect to the Notes but the Notes shall not have been declared due and payable, or, if such Notes shall have been declared due and payable following an Event of Default, amounts collected or received from the Trust Property are being applied as if there had not been such a declaration; then the Trust Collateral Agent shall, to the fullest extent practicable, invest and reinvest funds in Eligible Investments of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on Trust Accounts in accordance with the Payment Date. Funds deposited instructions outlined in a the most recent investment direction letter between the Servicer and the Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required to be invested overnightCollateral Agent. (i) The Indenture Trustee Trust Collateral Agent shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) for the benefit of the Noteholders and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders and the Certificateholders or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee Trust Collateral Agent (or the Servicer on its behalf) shall within 10 five Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. In connection with the foregoing, the Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall notify the Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, Trust Collateral Agent agrees that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts; and, subject to the last sentence of Section 5.1(c)(i); and except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture TrusteeTrust Collateral Agent, and the Indenture Trustee Trust Collateral Agent shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security Physical Property shall be delivered to the Indenture Trustee Trust Collateral Agent in accordance with paragraph (ia) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee Trust Collateral Agent or its agenta securities intermediary (as such term is defined in Section 8-102(14) of the UCC) acting solely for the Trust Collateral Agent; (C) the “securities intermediary’s jurisdiction” for purposes of Section 8-110 of the UCC shall be the State of New York; (D) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any is a book-entry security held through the Federal Book Entry Security) Reserve System pursuant to Federal book-entry regulations shall be delivered to the Indenture Trustee in accordance with paragraph (iib) of the definition of “Delivery” and shall be maintainedmaintained by the Trust Collateral Agent, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; (E) any Trust Account Property that is an “uncertificated security” or a “security entitlement” under Article 8 of the UCC and that is not governed by clause (D) above shall be delivered to the Trust Collateral Agent in accordance with paragraph (c) or (d), if applicable, of the definition of “Delivery” and shall be maintained by the Trust Collateral Agent, pending maturity or disposition, through continued registration of the Indenture TrusteeTrust Collateral Agent’s (or its custodian or nominee’s) ownership of such security; and (DF) with respect to any cash that is Trust Account Property that constitutes shall be considered a Federal Book Entry Security, “financial asset” under Article 8 of the Indenture Trustee shall maintain and obtain Control over such propertyUCC. (iiig) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, power to instruct the Indenture Trustee Trust Collateral Agent to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or and the Trustee Trust Collateral Agent to carry out its their respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenturehereunder. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish cause to be established and maintain maintained with the Account Bank and in the name of the Indenture Trustee Trustee, an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (ii) The Servicer, for the benefit of the Noteholders and the CertificateholdersNoteholders, shall establish cause to be established and maintain maintained with the Account Bank and in the name of the Indenture Trustee Trustee, an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the NoteholdersIssuing Entity, shall establish cause to be established and maintain maintained with the Account Bank and in the name of the Indenture Trustee Issuing Entity, an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]Issuing Entity. (b) Funds on deposit in the Collection Account, the Note Distribution Account, Account and the Spread Reserve Account (collectively, collectively the “Trust Accounts”) shall be invested or reinvested by the Account Bank on behalf of the Indenture Trustee in Eligible Investments Investments, selected by and the Servicer; provided, that, funds on deposit in the Reserve Account shall be invested only in Eligible Investments meeting the requirements of §246.4(b)(2) of Regulation RR, as directed in writing determined solely by the Servicer (which Servicer. In the absence of written direction may be in from the form of standing instructions) or if the Servicer fails to provide written directionServicer, such funds shall be invested or reinvested by the Indenture Trustee remain uninvested, in Eligible Investments specified in paragraph (d) accordance with Section 8.04 of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments. All such Eligible Investments shall be held or controlled by the Account Bank on behalf of the Indenture Trustee for the benefit of the Noteholders Noteholders, the Certificateholders and the Certificateholders or the NoteholdersIssuing Entity, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account)applicable; provided, that on each Transfer Date, Payment Determination Date all interest and other Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for the Total Distribution Amountrelated Payment Date. Funds Other than as permitted by the Rating Agencies, funds on deposit in the Trust Accounts Collection Account, the Reserve Account and the Note Distribution Account shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at (A) not later than the close of business on the Transfer Date Business Day immediately preceding the following next Payment Date; providedDate or (B) on or before 10:00 a.m. on such next Payment Date if such investment is held in the corporate trust department of the institution with which the Collection Account, howeverthe Reserve Account and the Note Distribution Account, that funds on as applicable, is then maintained and is invested either (i) in a time deposit of the Indenture Trustee rated at least A-1 by S&P Global Ratings and F1 or A by Fitch (such account being maintained within the corporate trust department of the Indenture Trustee), (ii) in Trust Accounts may be invested the Indenture Trustee’s common trust fund so long as such fund is rated in the highest applicable rating category by S&P Global Ratings and Fitch or (iii) in Eligible Investments specified in clauses (b), (g) or (i) of the entity serving as definition thereof; and provided that all such Eligible Investments shall be held to maturity (to the extent such Eligible Investment has an applicable maturity date) and be available for redemption and use by the Indenture Trustee payable on demand or that mature so that such funds will be available on prior to the relevant Payment Date. Funds deposited Moreover, the Servicer shall not direct the Indenture Trustee to invest funds in a the Trust Account Accounts in any Eligible Investment that would not mature or be capable of being liquidated on or prior to the Transfer Date that precedes a relevant Payment Date upon Date. In no event shall the maturity Indenture Trustee be held liable for investment losses in Eligible Investments pursuant to this Section 5.01, except in its capacity as obligor thereunder. Except as otherwise provided hereunder or liquidation agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any Eligible Investments are not required held hereunder, and, in general, to be invested overnightexercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Account Bank hereby agrees that the Trust Accounts (other than the Reserve Account) shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the NoteholdersCertificateholders, as the case may be. The Account Bank further agrees that Reserve Account shall be under the sole dominion and control of the Indenture Trustee in the name of and for the benefit of the Issuing Entity which such Reserve Account has been pledged by the Issuing Entity to the Indenture Trustee for the benefit of the Noteholders. All of the Depositor’s right, title and interest to the Reserve Account has been conveyed by the Depositor to the Issuing Entity pursuant to Section 2.01(e) hereof, including, all funds on deposit from time to time, and all investments, proceeds and income thereof. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Noteholders, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and all proceeds thereof. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Servicer (upon written notice from the Indenture Trustee (or the Servicer on its behalfAccount Bank that such account no longer qualifies) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall cause the Indenture Trustee, who shall instruct the Account Bank, to transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. The Indenture Trustee, the Account Bank or the other Person holding the Trust Accounts as provided in this Section 5.01(c)(i) shall be the “Securities Intermediary.” If the Securities Intermediary shall be a Person other than the Indenture Trustee or the Account Bank, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5.01. (ii) With respect to the Trust Account Property, the Indenture Trustee Securities Intermediary agrees, by its acceptance hereof, that: (A) The Trust Accounts are accounts to which Financial Assets will be credited. (B) All securities or other property underlying any Financial Assets credited to the Trust Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Trust Accounts be registered in the name of the Trust, the Servicer or the Depositor, payable to the order of the Trust, the Servicer or the Depositor or specially indorsed to the Owner Trustee, the Servicer or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (C) All property delivered to the Securities Intermediary pursuant to this Agreement will be promptly credited to the appropriate Trust Account. (D) Each item of property (whether investment property, Financial Asset, security, instrument or cash) credited to a Trust Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (E) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Trust Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Trust, the Servicer, the Depositor or any other Person. (F) The Trust Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Trust Accounts (as well as the securities entitlements (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York. (G) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Trust Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Trust, the Depositor, the Servicer or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(c)(ii)(E) hereof. (H) Except for the claims and interest of the Indenture Trustee and of the Trust in the Trust Accounts, the Securities Intermediary knows of no claim to, or interest in, the Trust Accounts or in any Financial Asset credited thereto. If any other person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Trust Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer and the Trust thereof. (I) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Trust Accounts and/or any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject simultaneously to each of the last sentence of Section 5.1(c)(i); Servicer and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee. (J) The Securities Intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each Financial Asset credited to any Trust Account. (K) Each item of property credited to each Trust Account shall not be subject to, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) Securities Intermediary hereby waives, any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee security interest, lien, claim, encumbrance, or right of setoff in accordance with paragraph (i) favor of the definition of “Delivery” and shall be held, pending maturity Securities Intermediary or disposition, solely by anyone claiming through the Indenture Trustee or its agent; Securities Intermediary (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of other than the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property). (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the CertificateholdersCertificateholder, shall establish with the Indenture Trustee, and maintain in the name of the Indenture Trustee Trustee, an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the CertificateholdersCertificateholder. (ii) The Servicer, for the benefit of the Noteholders and the CertificateholdersNoteholders, shall establish with the Indenture Trustee, and maintain in the name of the Indenture Trustee Trustee, an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the NoteholdersTrust, shall establish with the Indenture Trustee, and maintain in the name of the Indenture Trustee Trustee, an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]Trust. (b) Funds on deposit in the Collection Account, the Note Distribution Account, Account and the Spread Reserve Account (collectively, collectively the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee pursuant to the Servicer’s written instruction in Eligible Investments selected by and as directed in writing by the Servicer (which written direction may be in the form of standing instructions) or if the Servicer fails to provide written direction, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the IndentureServicer; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, in Eligible Investments; provided further, none of the funds deposited in the Trust Accounts shall be invested in an Eligible Investment or Eligible Investments issued by the Servicer or the Seller for a period of 30 days following the Closing Date; provided further, funds on deposit in the Reserve Account shall be invested only in Eligible Investments meeting the requirements of Part 246.4(b)(2) of Regulation RR, as determined solely by the Servicer. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the NoteholdersCertificateholder, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account)applicable; provided, however, that on each Transfer Date, Payment Date all Investment Earnings interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Total Distribution Amount. Funds Unless the Rating Agency Condition is satisfied, funds on deposit in the Trust Accounts shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date preceding the following Payment Date; providedDate or, however, that funds on deposit in Trust Accounts may be invested in Eligible Investments the case of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on Note Distribution Account and the Reserve Account, the following Payment Date. Funds deposited in a Trust Account on the a Transfer Date that which immediately precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required to be invested overnight. (c) (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts (other than the Reserve Account) shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the NoteholdersCertificateholder, as the case may be. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Trust which such Reserve Account has been pledged by the Trust to the Indenture Trustee for the benefit of the Noteholders. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each the Rating Agency may consentCondition is satisfied) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. So long as U.S. Bank National Association is an Eligible Institution, any Trust Account shall be maintained with it in an Eligible Deposit Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in “deposit accounts accounts” (as defined in Section 9-102(a)(29) of the UCC) shall be held solely in the Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i); Accounts and (1) each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect theretothereto and to the extent the Indenture Trustee ceases to be an Eligible Institution, the Indenture Trustee shall be the related Eligible Institution’s “customer” and shall have “control” (in each case within the meaning of Section 9-104 of the UCC) with respect to such Eligible Deposit Account, (2) the Eligible Institution at which such Eligible Deposit Account is maintained shall be a “bank” as defined in Section 9-102(a)(8) of the UCC and shall agree to maintain such Eligible Deposit Account as a “deposit account” as such term is defined in Section 9-102(a)(29) of the UCC, and (3) the “bank’s jurisdiction” (within the meaning of Section 9-304 of the UCC) with respect to such Eligible Deposit Account shall be the State of New York; (B) any Trust Account Property that constitutes is held in “securities accounts” (as defined in Section 8-501(a) of the UCC) shall be held solely in Eligible Deposit Accounts; and (1) the Eligible Institution at which each such Eligible Deposit Account is maintained shall be a Certificated Security “securities intermediary” as defined in Section 8-102(a)(14) of the UCC and shall agree to maintain such Eligible Deposit Account as a “securities account” as such term is defined in Section 8-501(a) of the UCC, (2) the Eligible Institution at which such Eligible Deposit Account is maintained shall treat the Indenture Trustee as entitled to exercise the rights that comprise any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) credited to the account, and if at any time such Eligible Institution shall receive an “entitlement order” (within the meaning of Section 8-102(a)(8) of the UCC) issued by the Indenture Trustee and relating to such Eligible Deposit Account, such Eligible Institution shall comply with such entitlement order without further consent by the Issuing Entity or any other Person, (3) the Eligible Institution at which such Eligible Deposit Account is maintained shall agree with the Indenture Trustee that each item of property (whether investment property, financial asset, security, instrument or cash) credited to such Eligible Deposit Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC, (4) the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC) with respect to such Eligible Deposit Account shall be the State of New York and (5) the Eligible Institution at which such Eligible Deposit Account is maintained shall agree with the Indenture Trustee that in the event that such securities intermediary has or subsequently obtains by agreement, by operation of law or otherwise, a security interest in such Eligible Deposit Account or any financial asset credited thereto, the securities intermediary agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee and that the financial assets and other items deposited to such an Eligible Deposit Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than the Indenture Trustee; (C) any Trust Account Property that is of the type described in paragraph (a) or (b) of the definition of “Delivery” shall be delivered to the Indenture Trustee in accordance with paragraph (ia) or (b), as applicable, of the definition of “Delivery”, and shall be held as described in such paragraph; (D) any Trust Account Property that is a book entry security held through the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (c) of the definition of “Delivery” and shall be heldmaintained by the Indenture Trustee, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any through continued book-entry registration of such Trust Account Property as described in such paragraph; and (E) any Trust Account Property that constitutes is an Uncertificated Security “uncertificated security” under Article 8 of the UCC and that is not governed by clause (including any investments in money market mutual funds, but excluding any Federal Book Entry SecurityC) above shall be delivered to the Indenture Trustee in accordance with paragraph (iid) of the definition of “Delivery” and shall be maintainedmaintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts (to the extent such amounts are property of the Issuing Entity) for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (ii) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the NoteholdersTrust, shall establish and maintain in the name of the Indenture Trustee Trust an Eligible Deposit Account (the “Spread Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and CertificateholdersTrust. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]. (b) Funds on deposit in the Collection Account, the Note Distribution Account, and the Spread Account (collectively, the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee in Eligible Investments selected by and as directed in writing by the Servicer (which written direction may be in the form of standing instructions) or if the Servicer fails to provide written direction, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments; provided further, funds on deposit in the Spread Account shall be invested only in Eligible Investments meeting the requirements of Part 246.4(b)(2) of Regulation RR, as determined solely by the Servicer. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of of: (i) with respect to Eligible Investments relating to the Spread Account, the Trust; and (ii) in all other cases, the Noteholders and the Certificateholders or the Noteholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Payment Date, all Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Total Distribution Amount. Funds on deposit in the Trust Accounts shall be invested in Eligible Investments (or other investments permitted by the Rating AgenciesAgencies that, in the case of investments relating to the Spread Account, meet the requirements of Regulation RR) that will mature so that such funds will or be available at the close of business liquidated on the Transfer Date preceding the following Payment Date; provided. For the avoidance of doubt, howeverin no event shall the Indenture Trustee have any obligation or responsibility to monitor or enforce compliance with, that funds on deposit in Trust Accounts may or be invested in Eligible Investments charged with knowledge of the entity serving as Indenture Trustee payable on demand requirements of Regulation RR (including, but not limited to, §246.4(b)(2) and §246.4(b)(3)(i) therein), nor shall it be liable to any investor or that mature so that such funds will be available on any other party whatsoever for any violation of Regulation RR (including, but not limited to, §246.4(b)(2) and §246.4(b)(3)(i) therein) or any similar provisions now or hereafter in effect or the Payment Date. Funds deposited in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation breach of any Eligible Investments are not required to be invested overnightterms of the Indenture or any other document in connection therewith. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of (A) with respect to the Spread Account, the Trust, and (B) in all other cases, the Noteholders and the Certificateholders or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account; provided, however, that any new Spread Account shall satisfy any requirements of Regulation RR. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of (i) with respect to Trust Account Property relating to the Spread Account, the Trust’s (or its custodian or nominee’s) ownership of such security, and (ii) in all other cases, the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Trust Collateral Agent on behalf of the CertificateholdersNoteholders. The Collection Account shall initially be established with the Trust Collateral Agent. (ii) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Collateral Agent on behalf of the Noteholders. The Note Distribution Account shall initially be established with the Trust Collateral Agent. (iii) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]Trust Collateral Agent on behalf of the Noteholders. The Reserve Account shall initially be established with the Trust Collateral Agent. (b) Funds on deposit in the Collection Account, the Reserve Account and the Note Distribution Account, and the Spread Account (collectively, the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected by and as directed in writing by the Servicer (which pursuant to standing instructions or otherwise). Absent receipt of such written investment direction may be in from the form of standing instructions) or if the Servicer fails to provide written directionServicer, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Date, all Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and held uninvested. All such Eligible Investments shall be deemed to constitute a portion held by or on behalf of the Total Distribution AmountTrust Collateral Agent for the benefit of the Noteholders. Funds Other than as permitted by the Rating Agencies, funds on deposit in the any Trust Accounts Account shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date Business Day immediately preceding the following Payment Distribution Date; provided, however, that . All Eligible Investments will be held to maturity. Each institution at which the relevant Trust Account is maintained shall invest the funds on deposit therein as directed in Trust Accounts may be invested writing by the Servicer in Eligible Investments Investments. The Servicer acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of the entity serving as Indenture Trustee payable on demand each such investment or that mature so that such funds will be available on the Payment Date. Funds deposited in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required to be invested overnight. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part Collateral Agent’s receipt of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.broker

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (ii) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the NoteholdersTrust, shall establish and maintain in the name of the Indenture Trustee Trust an Eligible Deposit Account (the “Spread Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and CertificateholdersTrust. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]. (b) Funds on deposit in the Collection Account, the Note Distribution Account, and the Spread Account (collectively, the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee in Eligible Investments selected by and as directed in writing by the Servicer (which written direction may be in the form of standing instructions) or if the Servicer fails to provide written direction, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments; provided further, funds on deposit in the Spread Account shall be invested only in Eligible Investments meeting the requirements of Part 246.4(b)(2) of Regulation RR, as determined solely by the Servicer. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of of: (i) with respect to Eligible Investments relating to the Spread Account, the Trust; and (ii) in all other cases, the Noteholders and the Certificateholders or the Noteholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Payment Date, all Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Total Distribution Amount. Funds on deposit in the Trust Accounts shall be invested in Eligible Investments (or other investments permitted by the Rating AgenciesAgencies that, in the case of investments relating to the Spread Account, meet the requirements of Regulation RR) that will mature so that such funds will or be available at the close of business liquidated on the Transfer Date preceding the following Payment Date; provided. For the avoidance of doubt, howeverin no event shall the Indenture Trustee have any obligation or responsibility to monitor or enforce compliance with, that funds on deposit in Trust Accounts may or be invested in Eligible Investments charged with knowledge of the entity serving as Indenture Trustee payable on demand requirements of Regulation RR (including, but not limited to, §246.4(b)(2) and §246.4(b)(3)(i) therein), nor shall it be liable to any investor or that mature so that such funds will be available on any other party whatsoever for any violation of Regulation RR (including, but not limited to, §246.4(b)(2) and §246.4(b)(3)(i) therein) or any similar provisions now or hereafter in effect or the Payment Date. Funds deposited in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation breach of any Eligible Investments are not required to be invested overnightterms of the Indenture or any other document in connection therewith. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of (A) with respect to the Spread Account, the Trust, and (B) in all other cases, the Noteholders and the Certificateholders or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account; provided however, that any new Spread Account shall satisfy any requirements of Regulation RR. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of (i) with respect to Trust Account Property relating to the Spread Account, the Trust’s (or its custodian or nominee’s) ownership of such security, and (ii) in all other cases, the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the CertificateholdersCertificateholder, shall establish with the Indenture Trustee, and maintain in the name of the Indenture Trustee Trustee, an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the CertificateholdersCertificateholder. (ii) The Servicer, for the benefit of the Noteholders and the CertificateholdersNoteholders, shall establish with the Indenture Trustee, and maintain in the name of the Indenture Trustee Trustee, an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the NoteholdersTrust, shall establish with the Indenture Trustee, and maintain in the name of the Indenture Trustee Trustee, an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]Trust. (b) Funds on deposit in the Collection Account, the Note Distribution Account, Account and the Spread Reserve Account (collectively, collectively the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee pursuant to the Servicer’s written instruction in Eligible Investments selected by and as directed in writing by the Servicer (which written direction may be in the form of standing instructions) or if the Servicer fails to provide written direction, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the IndentureServicer; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, in Eligible Investments; provided further, none of the funds deposited in the Trust Accounts shall be invested in an Eligible Investment or Eligible Investments issued by the Servicer or the Seller for a period of 30 days following the Closing Date; provided further, funds on deposit in the Reserve Account shall be invested only in Eligible Investments meeting the requirements of Part 246.4(b)(2) of Regulation RR, as determined solely by the Servicer. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the NoteholdersCertificateholder, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account)applicable; provided, however, that on each Transfer Date, Payment Date all Investment Earnings interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Total Distribution Amount. Funds Unless the Rating Agency Condition is satisfied, funds on deposit in the Trust Accounts shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date preceding the following Payment Date; providedDate or, however, that funds on deposit in Trust Accounts may be invested in Eligible Investments the case of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on Note Distribution Account and the Reserve Account, the following Payment Date. Funds deposited in a Trust Account on the a Transfer Date that which immediately precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required to be invested overnight. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts (other than the Reserve Account) shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the NoteholdersCertificateholder, as the case may be. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Trust which such Reserve Account has been pledged by the Trust to the Indenture Trustee for the benefit of the Noteholders. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each the Rating Agency may consentCondition is satisfied) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. So long as U.S. Bank National Association is an Eligible Institution, any Trust Account shall be maintained with it in an Eligible Deposit Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in “deposit accounts accounts” (as defined in Section 9-102(a)(29) of the UCC) shall be held solely in the Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i); Accounts and (1) each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect theretothereto and to the extent the Indenture Trustee ceases to be an Eligible Institution, the Indenture Trustee shall be the related Eligible Institution’s “customer” and shall have “control” (in each case within the meaning of Section 9-104 of the UCC) with respect to such Eligible Deposit Account, (2) the Eligible Institution at which such Eligible Deposit Account is maintained shall be a “bank” as defined in Section 9-102(a)(8) of the UCC and shall agree to maintain such Eligible Deposit Account as a “deposit account” as such term is defined in Section 9-102(a)(29) of the UCC, and (3) the “bank’s jurisdiction” (within the meaning of Section 9-304 of the UCC) with respect to such Eligible Deposit Account shall be the State of New York; (B) any Trust Account Property that constitutes is held in “securities accounts” (as defined in Section 8-501(a) of the UCC) shall be held solely in Eligible Deposit Accounts; and (1) the Eligible Institution at which each such Eligible Deposit Account is maintained shall be a Certificated Security “securities intermediary” as defined in Section 8-102(a)(14) of the UCC and shall agree to maintain such Eligible Deposit Account as a “securities account” as such term is defined in Section 8-501(a) of the UCC, (2) the Eligible Institution at which such Eligible Deposit Account is maintained shall treat the Indenture Trustee as entitled to exercise the rights that comprise any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) credited to the account, and if at any time such Eligible Institution shall receive an “entitlement order” (within the meaning of Section 8-102(a)(8) of the UCC) issued by the Indenture Trustee and relating to such Eligible Deposit Account, such Eligible Institution shall comply with such entitlement order without further consent by the Issuing Entity or any other Person, (3) the Eligible Institution at which such Eligible Deposit Account is maintained shall agree with the Indenture Trustee that each item of property (whether investment property, financial asset, security, instrument or cash) credited to such Eligible Deposit Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC, (4) the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC) with respect to such Eligible Deposit Account shall be the State of New York and (5) the Eligible Institution at which such Eligible Deposit Account is maintained shall agree with the Indenture Trustee that in the event that such securities intermediary has or subsequently obtains by agreement, by operation of law or otherwise, a security interest in such Eligible Deposit Account or any financial asset credited thereto, the securities intermediary agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee and that the financial assets and other items deposited to such an Eligible Deposit Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than the Indenture Trustee; (C) any Trust Account Property that is of the type described in paragraph (a) or (b) of the definition of “Delivery” shall be delivered to the Indenture Trustee in accordance with paragraph (ia) or (b), as applicable, of the definition of “Delivery”, and shall be held as described in such paragraph; (D) any Trust Account Property that is a book entry security held through the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (c) of the definition of “Delivery” and shall be heldmaintained by the Indenture Trustee, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any through continued book-entry registration of such Trust Account Property as described in such paragraph; and (E) any Trust Account Property that constitutes is an Uncertificated Security “uncertificated security” under Article 8 of the UCC and that is not governed by clause (including any investments in money market mutual funds, but excluding any Federal Book Entry SecurityC) above shall be delivered to the Indenture Trustee in accordance with paragraph (iid) of the definition of “Delivery” and shall be maintainedmaintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts (to the extent such amounts are property of the Issuing Entity) for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish cause to be established and maintain maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (ii) The Servicer, for the benefit of the Noteholders and the CertificateholdersNoteholders, shall establish cause to be established and maintain maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the Noteholders, the Certificateholders and the Swap Counterparty, if any, shall establish cause to be established and maintain maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, the Certificateholders and the Swap Counterparty, if any. (iv) If there is a Funding Period, the Servicer, for the benefit of the Noteholders, shall cause to be established and maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Pre-Funding Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (v) If there is a Funding Period, the Servicer, for the benefit of the Noteholders and the Swap Counterparty, if any, shall cause to be established and maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Negative Carry Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]the Swap Counterparty, if any. (b) Funds on deposit in the Collection Account, the Note Distribution Account, the Reserve Account, the Pre-Funding Account, if any, and the Spread Account Negative Carry Account, if any, (collectively, collectively the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee in Eligible Investments selected by and as directed in writing by the Servicer (which Servicer. In absence of written direction may be in from the form of standing instructions) or if the Servicer fails to provide written directionServicer, such funds shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph clause (di) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investmentsthereof. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders Noteholders, the Certificateholders and the Certificateholders or the NoteholdersSwap Counterparty, if any, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account)applicable; provided, that on each Transfer Date, Payment Determination Date all interest and other Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for the Total Distribution Amountrelated Payment Date. Funds Other than as permitted by the Rating Agencies, funds on deposit in the Trust Accounts Collection Account, the Reserve Account, the Note Distribution Account, the Pre-Funding Account, if any, and the Negative Carry Account, if any, shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at (A) not later than the close of business on the Transfer Date Business Day immediately preceding the following next Payment Date; providedDate or (B) on or before 10:00 a.m. on such next Payment Date if such investment is held in the corporate trust department of the institution with which the Collection Account, howeverthe Reserve Account, that funds on the Note Distribution Account, the Pre-Funding Account, if any, and the Negative Carry Account, if any, as applicable, is then maintained and is invested either (i) in a time deposit of the Indenture Trustee rated at least A-1 by Standard & Poor’s and Prime-1 by Moody’s (such account being maintained within the corporate trust department of the Indenture Trustee), (ii) in Trust Accounts may be invested the Indenture Trustee’s common trust fund so long as such fund is rated in the highest applicable rating category by Standard & Poor’s and Moody’s or (iii) in Eligible Investments specified in clauses (g) or (i) of the entity serving as definition thereof; and provided that Eligible Investments shall be available for redemption and use by the Indenture Trustee payable on demand or that mature so that such funds will be available on the relevant Payment Date. Funds deposited In no event shall the Indenture Trustee be held liable for investment losses in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required pursuant to be invested overnightthis Section 5.01, except in its capacity as obligor thereunder. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders Noteholders, the Certificateholders and the Certificateholders or the NoteholdersSwap Counterparty, if any, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. The Indenture Trustee or the other Person holding the Trust Accounts as provided in this Section 5.01(c)(i) shall be the “Securities Intermediary.” If the Securities Intermediary shall be a Person other than the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5.01. (ii) With respect to the Trust Account Property, the Indenture Trustee Securities Intermediary agrees, by its acceptance hereof, that: (A) The Trust Accounts are accounts to which Financial Assets will be credited. (B) All securities or other property underlying any Financial Assets credited to the Trust Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Trust Accounts be registered in the name of the Trust, the Servicer or the Depositor, payable to the order of the Trust, the Servicer or the Depositor or specially indorsed to the Owner Trustee, the Servicer or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (C) All property delivered to the Securities Intermediary pursuant to this Agreement will be promptly credited to the appropriate Trust Account. (D) Each item of property (whether investment property, Financial Asset, security, instrument of cash) credited to a Trust Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (E) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Trust Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Trust, the Servicer, the Depositor or any other Person. (F) The Trust Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Trust Accounts (as well as the securities entitlements (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York. (G) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Trust Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Trust, the Depositor, the Swap Counterparty, if any, the Servicer or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(c)(ii)(E) hereof. (H) Except for the claims and interest of the Indenture Trustee and of the Trust in the Trust Accounts, the Securities Intermediary knows of no claim to, or interest in, the Trust Accounts or in any Financial Asset credited thereto. If any other person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Trust Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer, the Swap Counterparty, if any, and the Trust thereof. (I) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Trust Accounts and/or any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject simultaneously to each of the last sentence of Section 5.1(c)(i); Servicer and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish cause to be established and maintain maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (ii) The Servicer, for the benefit of the Noteholders and the CertificateholdersNoteholders, shall establish cause to be established and maintain maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the Noteholders, the Certificateholders and the Swap Counterparty, if any, shall establish cause to be established and maintain maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, the Certificateholders and the Swap Counterparty, if any. (iv) If there is a Funding Period, the Servicer, for the benefit of the Noteholders, shall cause to be established and maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Pre-Funding Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (v) If there is a Funding Period, the Servicer, for the benefit of the Noteholders and the Swap Counterparty, if any, shall cause to be established and maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Negative Carry Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]the Swap Counterparty, if any. (b) Funds on deposit in the Collection Account, the Note Distribution Account, the Reserve Account, the Pre-Funding Account, if any, and the Spread Account Negative Carry Account, if any, (collectively, collectively the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee in Eligible Investments selected by and as directed in writing by the Servicer (which Servicer. In absence of written direction may be in from the form of standing instructions) or if the Servicer fails to provide written directionServicer, such funds shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph clause (di) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investmentsthereof. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders Noteholders, the Certificateholders and the Certificateholders or the NoteholdersSwap Counterparty, if any, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account)applicable; provided, that on each Transfer Date, Payment Determination Date all interest and other Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for the Total Distribution Amountrelated Payment Date. Funds Other than as permitted by the Rating Agencies, funds on deposit in the Trust Accounts Collection Account, the Reserve Account, the Note Distribution Account, the Pre-Funding Account, if any, and the Negative Carry Account, if any, shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at (A) not later than the close of business on the Transfer Date Business Day immediately preceding the following next Payment Date; providedDate or (B) on or before 10:00 a.m. on such next Payment Date if such investment is held in the corporate trust department of the institution with which the Collection Account, howeverthe Reserve Account, that funds on the Note Distribution Account, the Pre-Funding Account, if any, and the Negative Carry Account, if any, as applicable, is then maintained and is invested either (i) in a time deposit of the Indenture Trustee rated at least A-1 by Standard & Poor’s and (if rated by Fitch) F-1 by Fitch (such account being maintained within the corporate trust department of the Indenture Trustee), (ii) in Trust Accounts may be invested the Indenture Trustee’s common trust fund so long as such fund is rated in the highest applicable rating category by Standard & Poor’s and (if rated by Fitch) Fitch or (iii) in Eligible Investments specified in clauses (g) or (i) of the entity serving as definition thereof; and provided that Eligible Investments shall be available for redemption and use by the Indenture Trustee payable on demand or that mature so that such funds will be available on the relevant Payment Date. Funds deposited In no event shall the Indenture Trustee be held liable for investment losses in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required pursuant to be invested overnightthis Section 5.01, except in its capacity as obligor thereunder. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders Noteholders, the Certificateholders and the Certificateholders or the NoteholdersSwap Counterparty, if any, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. The Indenture Trustee or the other Person holding the Trust Accounts as provided in this Section 5.01(c)(i) shall be the “Securities Intermediary.” If the Securities Intermediary shall be a Person other than the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5.01. (ii) With respect to the Trust Account Property, the Indenture Trustee Securities Intermediary agrees, by its acceptance hereof, that: (A) The Trust Accounts are accounts to which Financial Assets will be credited. (B) All securities or other property underlying any Financial Assets credited to the Trust Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Trust Accounts be registered in the name of the Trust, the Servicer or the Depositor, payable to the order of the Trust, the Servicer or the Depositor or specially indorsed to the Owner Trustee, the Servicer or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (C) All property delivered to the Securities Intermediary pursuant to this Agreement will be promptly credited to the appropriate Trust Account. (D) Each item of property (whether investment property, Financial Asset, security, instrument or cash) credited to a Trust Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (E) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Trust Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Trust, the Servicer, the Depositor or any other Person. (F) The Trust Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Trust Accounts (as well as the securities entitlements (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York. (G) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Trust Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Trust, the Depositor, the Swap Counterparty, if any, the Servicer or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(c)(ii)(E) hereof. (H) Except for the claims and interest of the Indenture Trustee and of the Trust in the Trust Accounts, the Securities Intermediary knows of no claim to, or interest in, the Trust Accounts or in any Financial Asset credited thereto. If any other person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Trust Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer, the Swap Counterparty, if any, and the Trust thereof. (I) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Trust Accounts and/or any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject simultaneously to each of the last sentence of Section 5.1(c)(i); Servicer and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish cause to be established and maintain maintained with the Indenture Trustee and in the name of the Issuing Entity, for the benefit of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (ii) The Servicer, for the benefit of the Noteholders and the CertificateholdersNoteholders, shall establish cause to be established and maintain maintained with the Indenture Trustee and in the name of the Issuing Entity, for the benefit of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the NoteholdersIssuing Entity, shall establish cause to be established and maintain maintained with the Indenture Trustee and in the name of the Indenture Trustee Issuing Entity, an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]Issuing Entity. (b) Funds on deposit in the Collection Account, the Note Distribution Account, Account and the Spread Reserve Account (collectively, collectively the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee in Eligible Investments Investments, selected by and as directed in writing by the Servicer (which written direction may be Servicer; provided, that, funds on deposit in the form of standing instructions) or if the Servicer fails to provide written direction, Reserve Account shall be invested or reinvested only in Eligible Investments meeting the requirements of §246.4(b)(2) of Regulation RR, as determined solely by the Indenture Trustee Servicer. In the absence of written direction from the Servicer, such funds shall be invested, in accordance with Section 8.04 of the Indenture, in Eligible Investments specified in paragraph clause (di) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenturethereof; provided, howeverthat, it is understood and agreed that in the Indenture Trustee absence of such direction, funds on deposit in the Reserve Account shall not be liable invested in accordance with the most recent written direction received from the Servicer for the selection of, or any loss arising from such investment in, Eligible Investmentsaccount. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders Noteholders, the Certificateholders and the Certificateholders or the NoteholdersIssuing Entity, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account)applicable; provided, that on each Transfer Date, Payment Determination Date all interest and other Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for the Total Distribution Amountrelated Payment Date. Funds Other than as permitted by the Rating Agencies, funds on deposit in the Trust Accounts Collection Account, the Reserve Account and the Note Distribution Account shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at (A) not later than the close of business on the Transfer Date Business Day immediately preceding the following next Payment Date; providedDate or (B) on or before 10:00 a.m. on such next Payment Date if such investment is held in the corporate trust department of the institution with which the Collection Account, howeverthe Reserve Account and the Note Distribution Account, that funds on as applicable, is then maintained and is invested either (i) in a time deposit of the Indenture Trustee rated at least A-1 by S&P Global Ratings and F1 or A by Fitch (such account being maintained within the corporate trust department of the Indenture Trustee), (ii) in Trust Accounts may be invested the Indenture Trustee’s common trust fund so long as such fund is rated in the highest applicable rating category by S&P Global Ratings and Fitch or (iii) in Eligible Investments specified in clauses (g) or (i) of the entity serving as definition thereof; and provided that Eligible Investments shall be available for redemption and use by the Indenture Trustee payable on demand or that mature so that such funds will be available on the relevant Payment Date. Funds deposited In no event shall the Indenture Trustee be held liable for investment losses in a Trust Account on Eligible Investments pursuant to this Section 5.01, except in its capacity as obligor thereunder. Except as otherwise provided hereunder or agreed in writing among the Transfer Date that precedes a Payment Date upon parties hereto, the maturity Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or liquidation consolidation with respect to the issuer of any Eligible Investments are not required held hereunder, and, in general, to be invested overnightexercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts (other than the Reserve Account) shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the NoteholdersCertificateholders, as the case may be. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee in the name of and for the benefit of the Issuing Entity which such Reserve Account has been pledged by the Issuing Entity to the Indenture Trustee for the benefit of the Noteholders. All of the Depositor’s right, title and interest to the Reserve Account has been conveyed by the Depositor to the Issuing Entity pursuant to Section 2.01(e) hereof, including, all funds on deposit from time to time, and all investments, proceeds and income thereof. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Noteholders, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and all proceeds thereof. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. The Indenture Trustee or the other Person holding the Trust Accounts as provided in this Section 5.01(c)(i) shall be the “Securities Intermediary.” If the Securities Intermediary shall be a Person other than the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5.01. (ii) With respect to the Trust Account Property, the Indenture Trustee Securities Intermediary agrees, by its acceptance hereof, that: (A) The Trust Accounts are accounts to which Financial Assets will be credited. (B) All securities or other property underlying any Financial Assets credited to the Trust Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Trust Accounts be registered in the name of the Trust, the Servicer or the Depositor, payable to the order of the Trust, the Servicer or the Depositor or specially indorsed to the Owner Trustee, the Servicer or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (C) All property delivered to the Securities Intermediary pursuant to this Agreement will be promptly credited to the appropriate Trust Account. (D) Each item of property (whether investment property, Financial Asset, security, instrument or cash) credited to a Trust Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (E) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Trust Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Trust, the Servicer, the Depositor or any other Person. (F) The Trust Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Trust Accounts (as well as the securities entitlements (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York. (G) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Trust Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Trust, the Depositor, the Servicer or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(c)(ii)(E) hereof. (H) Except for the claims and interest of the Indenture Trustee and of the Trust in the Trust Accounts, the Securities Intermediary knows of no claim to, or interest in, the Trust Accounts or in any Financial Asset credited thereto. If any other person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Trust Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer and the Trust thereof. (I) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Trust Accounts and/or any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject simultaneously to each of the last sentence of Section 5.1(c)(i); Servicer and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Trust Collateral Agent on behalf of the CertificateholdersNoteholders. The Collection Account shall initially be established with the Trust Collateral Agent. (ii) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Collateral Agent on behalf of the Noteholders. The Note Distribution Account shall initially be established with the Trust Collateral Agent. (iii) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]Trust Collateral Agent on behalf of the Noteholders. The Reserve Account shall initially be established with the Trust Collateral Agent. (b) Funds on deposit in the Collection Account, the Reserve Account and the Note Distribution Account, and the Spread Account (collectively, the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected by and as directed in writing by the Servicer (which pursuant to standing instructions or otherwise). Absent receipt of such written investment direction may be in from the form of standing instructions) or if the Servicer fails to provide written directionServicer, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Date, all Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and held uninvested. All such Eligible Investments shall be deemed to constitute a portion held by or on behalf of the Total Distribution AmountTrust Collateral Agent for the benefit of the Noteholders. Funds Other than as permitted by the Rating Agencies, funds on deposit in the any Trust Accounts Account shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date Business Day immediately preceding the following Payment Distribution Date; provided. All Eligible Investments will be held to maturity. Each institution at which the relevant Trust Account is maintained shall invest the funds therein as directed in writing by the Servicer in Eligible Investments. The Servicer acknowledges that upon its written request and at no additional cost, howeverit has the right to receive notification after the completion of each such investment or the Trust Collateral Agent’s receipt of a broker confirmation. The Servicer agrees that such notifications will not be provided by the Trust Collateral Agent hereunder, and the Trust Collateral Agent shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. No statement need be made available if no activity has occurred in the relevant Trust Account during such period. (c) All Investment Earnings of moneys deposited in each Trust Account shall be deposited (or caused to be deposited) in the Collection Account on each Distribution Date by the Trust Collateral Agent and applied as Available Funds on such Distribution Date, and any loss resulting from such investments shall be charged to the related Trust Account. The Servicer will not direct the Trust Collateral Agent to make any investment of any funds held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trust Collateral Agent to make any such investment, if requested by the Trust Collateral Agent, the Servicer shall deliver to the Trust Collateral Agent an Opinion of Counsel, acceptable to the Trust Collateral Agent, to such effect. (d) The Trust Collateral Agent shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trust Collateral Agent’s negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trust Collateral Agent, in its commercial capacity as principal obligor and not as Trust Collateral Agent or as Trustee, in accordance with their terms. (e) If (i) the Servicer shall have failed to give investment directions in writing for any funds on deposit in the Trust Accounts to the Trust Collateral Agent by 1:00 p.m. Eastern Time (or such other time as may be invested agreed by the Issuer and Trust Collateral Agent) on any Business Day; or (ii) a Default or Event of Default shall have occurred and is continuing with respect to the Notes but the Notes shall not have been declared due and payable, or, if such Notes shall have been declared due and payable following an Event of Default, amounts collected or received from the Trust Property are being applied as if there had not been such a declaration; then the Trust Collateral Agent shall, to the fullest extent practicable, invest and reinvest funds in Eligible Investments of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on Trust Accounts in accordance with the Payment Date. Funds deposited instructions outlined in a the most recent investment direction letter between the Servicer and the Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required to be invested overnightCollateral Agent. (i) The Indenture Trustee Trust Collateral Agent shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) for the benefit of the Noteholders and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders and the Certificateholders or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee Trust Collateral Agent (or the Servicer on its behalf) shall within 10 five Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. In connection with the foregoing, the Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall notify the Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, Trust Collateral Agent agrees that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts; and, subject to the last sentence of Section 5.1(c)(i); and except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture TrusteeTrust Collateral Agent, and the Indenture Trustee Trust Collateral Agent shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security Physical Property shall be delivered to the Indenture Trustee Trust Collateral Agent in accordance with paragraph (ia) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee Trust Collateral Agent or its agent; a securities intermediary (C) any as such Trust Account Property that constitutes an Uncertificated Security (including any investments term is defined in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (iiSection 8-102(14) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’sUCC) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from acting solely for the Trust Accounts for the purpose of permitting the Servicer or the Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.Collateral Agent;

Establishment of Trust Accounts. (i) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersInsurer, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “"Collection Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Collateral Agent on behalf of the Noteholders and the CertificateholdersInsurer. The Collection Account shall initially be established with the Trust Collateral Agent. (ii) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “"Note Distribution Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the NoteholdersTrust Collateral Agent on behalf of the Noteholders and the Insurer. The Note Distribution Account shall initially be established with the Trust Collateral Agent. (iii) The ServicerTrust Collateral Agent, for the benefit on behalf of the NoteholdersNoteholders and the Insurer, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Spread "Pre-Funding Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Collateral Agent on behalf of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]the Insurer. The Pre-Funding Account shall initially be established with the Trust Collateral Agent. (b) Funds on deposit in the Collection Account, the Pre-Funding Account, the Note Distribution Account, Account and the Spread Capitalized Interest Account (collectively, the “"Trust Accounts”") and the Lockbox Accounts shall be invested or reinvested by the Indenture Trustee Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected by and as directed in writing by the Servicer (which written direction may be in the form of pursuant to standing instructions) instructions or if the Servicer fails to provide written direction, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investmentsotherwise). All such Eligible Investments shall be held by or controlled by on behalf of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders and the Certificateholders or the NoteholdersInsurer, as applicable (applicable. Other than as permitted by the Rating Agencies and for the purposes of Articles 8 and 9 of the UCCInsurer, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Date, all Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection any Account and shall be deemed to constitute a portion of the Total Distribution Amount. Funds on deposit in the Trust Accounts shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date Business Day immediately preceding the following Payment Date; providedDistribution Date or, howeverif earlier, that funds on deposit in Trust Accounts may be invested in Eligible Investments of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on the Payment following Insured Distribution Date. Funds deposited in a Trust Account on the Transfer day immediately preceding a Distribution Date that precedes a Payment or an Insured Distribution Date upon the maturity or liquidation of any Eligible Investments are not required to be invested overnight. All Eligible Investments will be held to maturity. (c) All investment earnings of moneys deposited in the Trust Accounts shall be deposited (or caused to be deposited) by the Trust Collateral Agent in the Collection Account, and any loss resulting from such investments shall be charged to such account. The Servicer will not direct the Trust Collateral Agent to make any investment of any funds held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trust Collateral Agent to make any such investment, if requested by the Trust Collateral Agent, the Servicer shall deliver to the Trust Collateral Agent an Opinion of Counsel, acceptable to the Trust Collateral Agent, to such effect. (d) The Trust Collateral Agent shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trust Collateral Agent's negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trust Collateral Agent, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (e) If (i) the Servicer shall have failed to give investment directions in writing for any funds on deposit in the Trust Accounts to the Trust Collateral Agent by 1:00 p.m. Eastern Time (or such other time as may be agreed by the Issuer and Trust Collateral Agent) on any Business Day; or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable, or, if such Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Property are being applied as if there had not been such a declaration; then the Trust Collateral Agent shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in the investment described in clause (g) of the definition of Eligible Investments. (i) The Indenture Trustee Trust Collateral Agent shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including excluding all income thereonInvestment Earnings on the Collection Account) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders and the Certificateholders or the Noteholders, as the case may be, and the Insurer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee Trust Collateral Agent (or the Servicer on its behalf) shall within 10 five Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency and the Insurer may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. In connection with the foregoing, the Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall notify the Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, Trust Collateral Agent agrees that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts; and, subject to the last sentence of Section 5.1(c)(i); and except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture TrusteeTrust Collateral Agent, and the Indenture Trustee Trust Collateral Agent shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security Physical Property shall be delivered to the Indenture Trustee Trust Collateral Agent in accordance with paragraph (ia) of the definition of “"Delivery” " and shall be held, pending maturity or disposition, solely by the Indenture Trustee Trust Collateral Agent or its agenta financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Trust Collateral Agent; (C) any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of "Delivery" and shall be maintained by the Trust Collateral Agent, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; and (D) any Trust Account Property that constitutes is an Uncertificated Security "uncertificated security" under Article 8 of the UCC and that is not governed by clause (including any investments in money market mutual funds, but excluding any Federal Book Entry SecurityC) above shall be delivered to the Indenture Trustee Trust Collateral Agent in accordance with paragraph (iic) of the definition of “"Delivery” " and shall be maintainedmaintained by the Trust Collateral Agent, pending maturity or disposition, through continued registration of the Indenture Trustee’s Trust Collateral Agent's (or its custodian or nominee’s's) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iiig) The Servicer shall have the power, revocable by the Indenture Trustee or by the TrusteeInsurer or, with the consent of the Indenture Insurer by the Trustee or by the Owner Trustee with the consent of the Trustee, to instruct the Indenture Trustee Trust Collateral Agent to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or and the Trustee Trust Collateral Agent to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenturehereunder. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (a) On the Closing Date and at such other times as specified herein, the Administrator shall establish the following Eligible Deposit Accounts as more fully described below: (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the a “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders.; (ii) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the a “Note Distribution Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders.; (iii) The Servicer, for the benefit of the Noteholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Spread Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders.[Reserved]; (iv) [Reserved].a “Supplemental Purchase Account”; (v) [Reserved].; (vi) [Reserved].; (vii) [Reserved]; (viii) a “Floor Income Rebate Account”; and (ix) a “Borrower Benefit Account”. (b) Funds on deposit in the Collection Account, the Note Distribution Account, and the Spread Account each account specified in Section 2.3(a) above (collectively, the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee (or any custodian or designated agent with respect to any amounts on deposit in such accounts) in Eligible Investments selected by and as directed in writing (including Eligible Investments of the Indenture Trustee) pursuant to written instructions by the Servicer (which written direction may be in the form of standing instructions) or if the Servicer fails to provide written direction, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the IndentureAdministrator; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments. All such Eligible Investments shall be held by (or controlled by any custodian on behalf of) the Indenture Trustee for the benefit of the Noteholders and Issuer; provided that: (i) on or before the Certificateholders Business Day preceding each Distribution Date (or the Noteholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, on or before that on each Transfer Distribution Date, in the case of investments in money market accounts), all Investment Earnings interest and other investment income (net of losses and investment expenses) on funds on deposit in each Trust Account (other than the Trust Accounts Borrower Benefit Account) shall be deposited into the Collection Account and shall be deemed included as a part of Available Funds for such Distribution Date; and (ii) all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Borrower Benefit Account shall be retained therein until withdrawn pursuant to constitute a portion Section 2.10(f) of this Agreement. Other than as described in the Total Distribution Amount. Funds following proviso or as otherwise permitted by the Rating Agencies then rating the Notes, funds on deposit in the Trust Accounts shall only be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date Business Day preceding the following Payment Distribution Date; provided, however, that funds on deposit in Trust Accounts may be invested in Eligible Investments of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on the Payment Date. Funds deposited in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required to be invested overnight. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.,

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (ii) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the NoteholdersTrust, shall establish and maintain in the name of the Indenture Trustee Trust an Eligible Deposit Account (the “Spread Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and CertificateholdersTrust. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]. (b) Funds on deposit in the Collection Account, the Note Distribution Account, and the Spread Account (collectively, the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee in Eligible Investments selected by and as directed in writing by the Servicer (which written direction may be in the form of standing instructions) or if the Servicer fails to provide written direction, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments; provided further, funds on deposit in the Spread Account shall be invested only in Eligible Investments meeting the requirements of Part 246.4(b)(2) of Regulation RR, as determined solely by the Servicer. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of of: (i) with respect to Eligible Investments relating to the Spread Account, the Trust; and (ii) in all other cases, the Noteholders and the Certificateholders or the Noteholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Payment Date, all Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Total Distribution Amount. Funds on deposit in the Trust Accounts shall be invested in Eligible Investments (or other investments permitted by the Rating AgenciesAgencies that, in the case of investments relating to the Spread Account, meet the requirements of Regulation RR) that will mature so that such funds will be available at the close of business on the Transfer Date preceding the following Payment Date; provided. For the avoidance of doubt, howeverin no event shall the Indenture Trustee have any obligation or responsibility to monitor or enforce compliance with, that funds on deposit in Trust Accounts may or be invested in Eligible Investments charged with knowledge of the entity serving as Indenture Trustee payable on demand requirements of Regulation RR (including, but not limited to, §246.4(b)(2) and §246.4(b)(3)(i) therein), nor shall it be liable to any investor or that mature so that such funds will be available on any other party whatsoever for any violation of Regulation RR (including, but not limited to, §246.4(b)(2) and §246.4(b)(3)(i) therein) or any similar provisions now or hereafter in effect or the Payment Date. Funds deposited in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation breach of any Eligible Investments are not required to be invested overnightterms of the Indenture or any other document in connection therewith. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of (A) with respect to the Spread Account, the Trust, and (B) in all other cases, the Noteholders and the Certificateholders or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account; provided, however, that any new Spread Account shall satisfy any requirements of Regulation RR. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of (i) with respect to Trust Account Property relating to the Spread Account, the Trust’s (or its custodian or nominee’s) ownership of such security, and (ii) in all other cases, the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish cause to be established and maintain maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (ii) The Servicer, for the benefit of the Noteholders and the CertificateholdersNoteholders, shall establish cause to be established and maintain maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the Noteholders, the Certificateholders and the Swap Counterparty, if any, shall establish cause to be established and maintain maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, the Certificateholders and the Swap Counterparty, if any. (iv) If there is a Funding Period, the Servicer, for the benefit of the Noteholders, shall cause to be established and maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Pre-Funding Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (v) If there is a Funding Period, the Servicer, for the benefit of the Noteholders and the Swap Counterparty, if any, shall cause to be established and maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Negative Carry Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]the Swap Counterparty, if any. (b) Funds on deposit in the Collection Account, the Note Distribution Account, the Reserve Account, the Pre-Funding Account, if any, and the Spread Account Negative Carry Account, if any, (collectively, collectively the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee in Eligible Investments selected by and as directed in writing by the Servicer (which Servicer. In absence of written direction may be in from the form of standing instructions) or if the Servicer fails to provide written directionServicer, such funds shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph clause (di) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investmentsthereof. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders Noteholders, the Certificateholders and the Certificateholders or the NoteholdersSwap Counterparty, if any, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account)applicable; provided, that on each Transfer Date, Payment Determination Date all interest and other Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for the Total Distribution Amountrelated Payment Date. Funds Other than as permitted by the Rating Agencies, funds on deposit in the Trust Accounts Collection Account, the Reserve Account, the Note Distribution Account, the Pre-Funding Account, if any, and the Negative Carry Account, if any, shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at (A) not later than the close of business on the Transfer Date Business Day immediately preceding the following next Payment Date; providedDate or (B) on or before 10:00 a.m. on such next Payment Date if such investment is held in the corporate trust department of the institution with which the Collection Account, howeverthe Reserve Account, that funds on the Note Distribution Account, the Pre-Funding Account, if any, and the Negative Carry Account, if any, as applicable, is then maintained and is invested either (i) in a time deposit of the Indenture Trustee rated at least A-1 by Standard & Poor’s and Prime-1 by Moody’s (such account being maintained within the corporate trust department of the Indenture Trustee), (ii) in Trust Accounts may be invested the Indenture Trustee’s common trust fund so long as such fund is rated in the highest applicable rating category by Standard & Poor’s and Moody’s or (iii) in Eligible Investments specified in clauses (g) or (i) of the entity serving as definition thereof; and provided that Eligible Investments shall be available for redemption and use by the Indenture Trustee payable on demand or that mature so that such funds will be available on the relevant Payment Date. Funds deposited In no event shall the Indenture Trustee be held liable for investment losses in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required pursuant to be invested overnightthis Section 5.01, except in its capacity as obligor thereunder. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders Noteholders, the Certificateholders and the Certificateholders or the NoteholdersSwap Counterparty, if any, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. The Indenture Trustee or the other Person holding the Trust Accounts as provided in this Section 5.01(c)(i) shall be the “Securities Intermediary.” If the Securities Intermediary shall be a Person other than the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5.01. (ii) With respect to the Trust Account Property, the Indenture Trustee Securities Intermediary agrees, by its acceptance hereof, that: (A) The Trust Accounts are accounts to which Financial Assets will be credited. (B) All securities or other property underlying any Financial Assets credited to the Trust Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Trust Accounts be registered in the name of the Trust, the Servicer or the Depositor, payable to the order of the Trust, the Servicer or the Depositor or specially indorsed to the Owner Trustee, the Servicer or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (C) All property delivered to the Securities Intermediary pursuant to this Agreement will be promptly credited to the appropriate Trust Account. (D) Each item of property (whether investment property, Financial Asset, security, instrument or cash) credited to a Trust Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (E) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Trust Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Trust, the Servicer, the Depositor or any other Person. (F) The Trust Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Trust Accounts (as well as the securities entitlements (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York. (G) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Trust Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Trust, the Depositor, the Swap Counterparty, if any, the Servicer or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(c)(ii)(E) hereof. (H) Except for the claims and interest of the Indenture Trustee and of the Trust in the Trust Accounts, the Securities Intermediary knows of no claim to, or interest in, the Trust Accounts or in any Financial Asset credited thereto. If any other person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Trust Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer, the Swap Counterparty, if any, and the Trust thereof. (I) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Trust Accounts and/or any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject simultaneously to each of the last sentence of Section 5.1(c)(i); Servicer and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish cause to be established and maintain maintained with the Account Bank and in the name of the Indenture Trustee Trustee, an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (ii) The Servicer, for the benefit of the Noteholders and the CertificateholdersNoteholders, shall establish cause to be established and maintain maintained with the Account Bank and in the name of the Indenture Trustee Trustee, an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the NoteholdersIssuing Entity, shall establish cause to be established and maintain maintained with the Account Bank and in the name of the Indenture Trustee Issuing Entity, an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]Issuing Entity. (b) Funds on deposit in the Collection Account, the Note Distribution Account, Account and the Spread Reserve Account (collectively, collectively the “Trust Accounts”) shall be invested or reinvested by the Account Bank on behalf of the Indenture Trustee in Eligible Investments Investments, selected by and the Servicer; provided, that, funds on deposit in the Reserve Account shall be invested only in Eligible Investments meeting the requirements of §246.4(b)(2) of Regulation RR, as directed in writing determined solely by the Servicer (which Servicer. In the absence of written direction may be in from the form of standing instructions) or if the Servicer fails to provide written directionServicer, such funds shall be invested or reinvested by the Indenture Trustee remain uninvested, in Eligible Investments specified in paragraph (d) accordance with Section 8.04 of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments. All such Eligible Investments shall be held or controlled by the Account Bank on behalf of the Indenture Trustee for the benefit of the Noteholders Noteholders, the Certificateholders and the Certificateholders or the NoteholdersIssuing Entity, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account)applicable; provided, that on each Transfer Date, Payment Determination Date all interest and other Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for the Total Distribution Amountrelated Payment Date. Funds Other than as permitted by the Rating Agencies, funds on deposit in the Trust Accounts Collection Account, the Reserve Account and the Note Distribution Account shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at (A) not later than the close of business on the Transfer Date Business Day immediately preceding the following next Payment Date; providedDate or (B) on or before 10:00 a.m. on such next Payment Date if such investment is held in the corporate trust department of the institution with which the Collection Account, howeverthe Reserve Account and the Note Distribution Account, that funds on as applicable, is then maintained and is invested either (i) in a time deposit of the Indenture Trustee rated at least A-1 by S&P and F1 or A by Fitch (such account being maintained within the corporate trust department of the Indenture Trustee), (ii) in Trust Accounts may be invested the Indenture Trustee’s common trust fund so long as such fund is rated in the highest applicable rating category by S&P and Fitch or (iii) in Eligible Investments specified in clauses (b), (g) or (i) of the entity serving as definition thereof; and provided that all such Eligible Investments shall be held to maturity (to the extent such Eligible Investment has an applicable maturity date) and be available for redemption and use by the Indenture Trustee payable on demand or that mature so that such funds will be available on prior to the relevant Payment Date. Funds deposited Moreover, the Servicer shall not direct the Indenture Trustee to invest funds in a the Trust Account Accounts in any Eligible Investment that would not mature or be capable of being liquidated on or prior to the Transfer Date that precedes a relevant Payment Date upon Date. In no event shall the maturity Indenture Trustee be held liable for investment losses in Eligible Investments pursuant to this Section 5.01, except in its capacity as obligor thereunder. Except as otherwise provided hereunder or liquidation agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any Eligible Investments are not required held hereunder, and, in general, to be invested overnightexercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Account Bank hereby agrees that the Trust Accounts (other than the Reserve Account) shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the NoteholdersCertificateholders, as the case may be. The Account Bank further agrees that Reserve Account shall be under the sole dominion and control of the Indenture Trustee in the name of and for the benefit of the Issuing Entity which such Reserve Account has been pledged by the Issuing Entity to the Indenture Trustee for the benefit of the Noteholders. All of the Depositor’s right, title and interest to the Reserve Account has been conveyed by the Depositor to the Issuing Entity pursuant to Section 2.01(e) hereof, including, all funds on deposit from time to time, and all investments, proceeds and income thereof. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Noteholders, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and all proceeds thereof. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Servicer (upon written notice from the Indenture Trustee (or the Servicer on its behalfAccount Bank that such account no longer qualifies) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall cause the Indenture Trustee, who shall instruct the Account Bank, to transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. The Indenture Trustee, the Account Bank or the other Person holding the Trust Accounts as provided in this Section 5.01(c)(i) shall be the “Securities Intermediary.” If the Securities Intermediary shall be a Person other than the Indenture Trustee or the Account Bank, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5.01. (ii) With respect to the Trust Account Property, the Indenture Trustee Securities Intermediary agrees, by its acceptance hereof, that: (A) The Trust Accounts are accounts to which Financial Assets will be credited. (B) All securities or other property underlying any Financial Assets credited to the Trust Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Trust Accounts be registered in the name of the Trust, the Servicer or the Depositor, payable to the order of the Trust, the Servicer or the Depositor or specially indorsed to the Owner Trustee, the Servicer or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (C) All property delivered to the Securities Intermediary pursuant to this Agreement will be promptly credited to the appropriate Trust Account. (D) Each item of property (whether investment property, Financial Asset, security, instrument or cash) credited to a Trust Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (E) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Trust Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Trust, the Servicer, the Depositor or any other Person. (F) The Trust Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Trust Accounts (as well as the securities entitlements (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York. (G) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Trust Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Trust, the Depositor, the Servicer or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(c)(ii)(E) hereof. (H) Except for the claims and interest of the Indenture Trustee and of the Trust in the Trust Accounts, the Securities Intermediary knows of no claim to, or interest in, the Trust Accounts or in any Financial Asset credited thereto. If any other person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Trust Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer and the Trust thereof. (I) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Trust Accounts and/or any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject simultaneously to each of the last sentence of Section 5.1(c)(i); Servicer and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee. (J) The Securities Intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each Financial Asset credited to any Trust Account. (K) Each item of property credited to each Trust Account shall not be subject to, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) Securities Intermediary hereby waives, any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee security interest, lien, claim, encumbrance, or right of setoff in accordance with paragraph (i) favor of the definition of “Delivery” and shall be held, pending maturity Securities Intermediary or disposition, solely by anyone claiming through the Indenture Trustee or its agent; Securities Intermediary (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of other than the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property). (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the CertificateholdersCertificateholder, shall establish with the Indenture Trustee, and maintain in the name of the Indenture Trustee Trustee, an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the CertificateholdersCertificateholder. (ii) The Servicer, for the benefit of the Noteholders and the CertificateholdersNoteholders, shall establish with the Indenture Trustee, and maintain in the name of the Indenture Trustee Trustee, an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the NoteholdersTrust, shall establish with the Indenture Trustee, and maintain in the name of the Indenture Trustee Trustee, an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]Trust. (b) Funds on deposit in the Collection Account, the Note Distribution Account, Account and the Spread Reserve Account (collectively, collectively the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee pursuant to the Servicer’s written instruction in Eligible Investments selected by and as directed in writing by the Servicer (which written direction may be in the form of standing instructions) or if the Servicer fails to provide written direction, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the IndentureServicer; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, in Eligible Investments; provided further, none of the funds deposited in the Trust Accounts shall be invested in an Eligible Investment or Eligible Investments issued by the Servicer or the Seller for a period of 30 days following the Closing Date; provided further, funds on deposit in the Reserve Account shall be invested only in Eligible Investments meeting the requirements of Part 246.4(b)(2) of Regulation RR, as determined solely by the Servicer. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the NoteholdersCertificateholder, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account)applicable; provided, however, that on each Transfer Date, Payment Date all Investment Earnings interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Total Distribution Amount. Funds Unless the Rating Agency Condition is satisfied, funds on deposit in the Trust Accounts shall be invested in Eligible Investments that are either (i) specified in clause (d) of the definition thereof or other investments permitted by the Rating Agencies(ii) that will mature so that such funds will be available at the close of business on the Transfer Date preceding the following Payment Date; providedDate or, however, that funds on deposit in Trust Accounts may be invested in Eligible Investments the case of the entity serving as Indenture Trustee payable on demand or Note Distribution Account and the Reserve Account, the following Payment Date. Each Eligible Investment that mature so that such funds has a maturity date will be available on the Payment Dateheld to such date. Funds deposited in a Trust Account on the a Transfer Date that which immediately precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required to be invested overnight. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts (other than the Reserve Account) shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the NoteholdersCertificateholder, as the case may be. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Trust which such Reserve Account has been pledged by the Trust to the Indenture Trustee for the benefit of the Noteholders. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each the Rating Agency may consentCondition is satisfied) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. So long as U.S. Bank National Association is an Eligible Institution, any Trust Account shall be maintained with it in an Eligible Deposit Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in “deposit accounts accounts” (as defined in Section 9-102(a)(29) of the UCC) shall be held solely in the Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i); Accounts and (1) each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect theretothereto and to the extent the Indenture Trustee ceases to be an Eligible Institution, the Indenture Trustee shall be the related Eligible Institution’s “customer” and shall have “control” (in each case within the meaning of Section 9-104 of the UCC) with respect to such Eligible Deposit Account, (2) the Eligible Institution at which such Eligible Deposit Account is maintained shall be a “bank” as defined in Section 9-102(a)(8) of the UCC and shall agree to maintain such Eligible Deposit Account as a “deposit account” as such term is defined in Section 9-102(a)(29) of the UCC, and (3) the “bank’s jurisdiction” (within the meaning of Section 9-304 of the UCC) with respect to such Eligible Deposit Account shall be the State of New York; (B) any Trust Account Property that constitutes is held in “securities accounts” (as defined in Section 8-501(a) of the UCC) shall be held solely in Eligible Deposit Accounts; and (1) the Eligible Institution at which each such Eligible Deposit Account is maintained shall be a Certificated Security “securities intermediary” as defined in Section 8-102(a)(14) of the UCC and shall agree to maintain such Eligible Deposit Account as a “securities account” as such term is defined in Section 8-501(a) of the UCC, (2) the Eligible Institution at which such Eligible Deposit Account is maintained shall treat the Indenture Trustee as entitled to exercise the rights that comprise any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) credited to the account, and if at any time such Eligible Institution shall receive an “entitlement order” (within the meaning of Section 8-102(a)(8) of the UCC) issued by the Indenture Trustee and relating to such Eligible Deposit Account, such Eligible Institution shall comply with such entitlement order without further consent by the Issuing Entity or any other Person, (3) the Eligible Institution at which such Eligible Deposit Account is maintained shall agree with the Indenture Trustee that each item of property (whether investment property, financial asset, security, instrument or cash) credited to such Eligible Deposit Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC, (4) the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC) with respect to such Eligible Deposit Account shall be the State of New York and (5) the Eligible Institution at which such Eligible Deposit Account is maintained shall agree with the Indenture Trustee that in the event that such securities intermediary has or subsequently obtains by agreement, by operation of law or otherwise, a security interest in such Eligible Deposit Account or any financial asset credited thereto, the securities intermediary agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee and that the financial assets and other items deposited to such an Eligible Deposit Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than the Indenture Trustee; (C) any Trust Account Property that is of the type described in paragraph (a) or (b) of the definition of “Delivery” shall be delivered to the Indenture Trustee in accordance with paragraph (ia) or (b), as applicable, of the definition of “Delivery”, and shall be held as described in such paragraph; (D) any Trust Account Property that is a book entry security held through the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (c) of the definition of “Delivery” and shall be heldmaintained by the Indenture Trustee, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any through continued book-entry registration of such Trust Account Property as described in such paragraph; and (E) any Trust Account Property that constitutes is an Uncertificated Security “uncertificated security” under Article 8 of the UCC and that is not governed by clause (including any investments in money market mutual funds, but excluding any Federal Book Entry SecurityC) above shall be delivered to the Indenture Trustee in accordance with paragraph (iid) of the definition of “Delivery” and shall be maintainedmaintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts (to the extent such amounts are property of the Issuing Entity) for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish cause to be established and maintain maintained with the Indenture Trustee and in the name of the Indenture Trustee Issuing Entity, an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (ii) The Servicer, for the benefit of the Noteholders and the CertificateholdersNoteholders, shall establish cause to be established and maintain maintained with the Indenture Trustee and in the name of the Indenture Trustee Issuing Entity, an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the NoteholdersIssuing Entity, shall establish cause to be established and maintain maintained with the Indenture Trustee and in the name of the Indenture Trustee Issuing Entity, an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]Issuing Entity. (b) Funds on deposit in the Collection Account, the Note Distribution Account, Account and the Spread Reserve Account (collectively, collectively the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee in Eligible Investments Investments, selected by and the Servicer; provided, that, funds on deposit in the Reserve Account shall be invested only in Eligible Investments meeting the requirements of §246.4(b)(2) of Regulation RR, as directed in writing determined solely by the Servicer (which Servicer. In the absence of written direction may be in from the form of standing instructions) or if the Servicer fails to provide written directionServicer, such funds shall be invested or reinvested by the Indenture Trustee remain uninvested, in Eligible Investments specified in paragraph (d) accordance with Section 8.04 of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders Noteholders, the Certificateholders and the Certificateholders or the NoteholdersIssuing Entity, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account)applicable; provided, that on each Transfer Date, Payment Determination Date all interest and other Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for the Total Distribution Amountrelated Payment Date. Funds Other than as permitted by the Rating Agencies, funds on deposit in the Trust Accounts Collection Account, the Reserve Account and the Note Distribution Account shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at (A) not later than the close of business on the Transfer Date Business Day immediately preceding the following next Payment Date; providedDate or (B) on or before 10:00 a.m. on such next Payment Date if such investment is held in the corporate trust department of the institution with which the Collection Account, howeverthe Reserve Account and the Note Distribution Account, that funds on as applicable, is then maintained and is invested either (i) in a time deposit of the Indenture Trustee rated at least A-1 by S&P Global Ratings and F1 or A by Fitch (such account being maintained within the corporate trust department of the Indenture Trustee), (ii) in Trust Accounts may be invested the Indenture Trustee’s common trust fund so long as such fund is rated in the highest applicable rating category by S&P Global Ratings and Fitch or (iii) in Eligible Investments specified in clauses (b), (g) or (i) of the entity serving as definition thereof; and provided that all such Eligible Investments shall be held to maturity (to the extent such Eligible Investment has an applicable maturity date) and be available for redemption and use by the Indenture Trustee payable on demand or that mature so that such funds will be available on prior to the relevant Payment Date. Funds deposited Moreover, the Servicer shall not direct the Indenture Trustee to invest funds in a the Trust Account Accounts in any Eligible Investment that would not mature or be capable of being liquidated on or prior to the Transfer Date that precedes a relevant Payment Date upon Date. In no event shall the maturity Indenture Trustee be held liable for investment losses in Eligible Investments pursuant to this Section 5.01, except in its capacity as obligor thereunder. Except as otherwise provided hereunder or liquidation agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any Eligible Investments are not required held hereunder, and, in general, to be invested overnightexercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts (other than the Reserve Account) shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the NoteholdersCertificateholders, as the case may be. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee in the name of and for the benefit of the Issuing Entity which such Reserve Account has been pledged by the Issuing Entity to the Indenture Trustee for the benefit of the Noteholders. All of the Depositor’s right, title and interest to the Reserve Account has been conveyed by the Depositor to the Issuing Entity pursuant to Section 2.01(e) hereof, including, all funds on deposit from time to time, and all investments, proceeds and income thereof. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Noteholders, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and all proceeds thereof. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Servicer (upon written notice from the Indenture Trustee (or the Servicer on its behalfthat such account no longer qualifies) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall cause the Indenture Trustee to transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. The Indenture Trustee or the other Person holding the Trust Accounts as provided in this Section 5.01(c)(i) shall be the “Securities Intermediary.” If the Securities Intermediary shall be a Person other than the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5.01. (ii) With respect to the Trust Account Property, the Indenture Trustee Securities Intermediary agrees, by its acceptance hereof, that: (A) The Trust Accounts are accounts to which Financial Assets will be credited. (B) All securities or other property underlying any Financial Assets credited to the Trust Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Trust Accounts be registered in the name of the Trust, the Servicer or the Depositor, payable to the order of the Trust, the Servicer or the Depositor or specially indorsed to the Owner Trustee, the Servicer or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (C) All property delivered to the Securities Intermediary pursuant to this Agreement will be promptly credited to the appropriate Trust Account. (D) Each item of property (whether investment property, Financial Asset, security, instrument or cash) credited to a Trust Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (E) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Trust Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Trust, the Servicer, the Depositor or any other Person. (F) The Trust Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Trust Accounts (as well as the securities entitlements (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York. (G) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Trust Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Trust, the Depositor, the Servicer or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(c)(ii)(E) hereof. (H) Except for the claims and interest of the Indenture Trustee and of the Trust in the Trust Accounts, the Securities Intermediary knows of no claim to, or interest in, the Trust Accounts or in any Financial Asset credited thereto. If any other person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Trust Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer and the Trust thereof. (I) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Trust Accounts and/or any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject simultaneously to each of the last sentence of Section 5.1(c)(i); Servicer and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iiiJ) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (a) (i) (i) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Trust Collateral Agent on behalf of the CertificateholdersNoteholders. The Collection Account shall initially be established with the Trust Collateral Agent. (ii) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Collateral Agent on behalf of the Noteholders. The Note Distribution Account shall initially be established with the Trust Collateral Agent. (iii) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]Trust Collateral Agent on behalf of the Noteholders. The Reserve Account shall initially be established with the Trust Collateral Agent. (b) Funds on deposit in the Collection Account, the Reserve Account and the Note Distribution Account, and the Spread Account (collectively, the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected by and as directed in writing by the Servicer (which pursuant to standing instructions or otherwise). Absent receipt of such written investment direction may be in from the form of standing instructions) or if the Servicer fails to provide written directionServicer, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Date, all Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and held uninvested. All such Eligible Investments shall be deemed to constitute a portion held by or on behalf of the Total Distribution AmountTrust Collateral Agent for the benefit of the Noteholders. Funds Other than as permitted by the Rating Agencies, funds on deposit in the any Trust Accounts Account shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date Business Day immediately preceding the following Payment Distribution Date; provided. All Eligible Investments will be held to maturity. Each institution at which the relevant Trust Account is maintained shall invest the funds therein as directed in writing by the Servicer in Eligible Investments. (c) All Investment Earnings of moneys deposited in each Trust Account shall be deposited (or caused to be deposited) in the Collection Account on each Distribution Date by the Trust Collateral Agent and applied as Available Funds on such Distribution Date, howeverand any loss resulting from such investments shall be charged to the related Trust Account. The Servicer will not direct the Trust Collateral Agent to make any investment of any funds held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, that in either case without any further action by any Person, and, in connection with any direction to the Trust Collateral Agent to make any such investment, if requested by the Trust Collateral Agent, the Servicer shall deliver to the Trust Collateral Agent an Opinion of Counsel, acceptable to the Trust Collateral Agent, to such effect. (d) The Trust Collateral Agent shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trust Collateral Agent’s negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trust Collateral Agent, in its commercial capacity as principal obligor and not as Trust Collateral Agent or as Trustee, in accordance with their terms. (e) If (i) the Servicer shall have failed to give investment directions in writing for any funds on deposit in the Trust Accounts to the Trust Collateral Agent by 1:00 p.m. Eastern Time (or such other time as may be invested agreed by the Issuer and Trust Collateral Agent) on any Business Day; or (ii) a Default or Event of Default shall have occurred and is continuing with respect to the Notes but the Notes shall not have been declared due and payable, or, if such Notes shall have been declared due and payable following an Event of Default, amounts collected or received from the Trust Property are being applied as if there had not been such a declaration; then the Trust Collateral Agent shall, to the fullest extent practicable, invest and reinvest funds in Eligible Investments of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on Trust Accounts in accordance with the Payment Date. Funds deposited instructions outlined in a the most recent investment direction letter between the Servicer and the Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required to be invested overnightCollateral Agent. (i) The Indenture Trustee Trust Collateral Agent shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) for the benefit of the Noteholders and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders and the Certificateholders or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee Trust Collateral Agent (or the Servicer on its behalf) shall within 10 five Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. In connection with the foregoing, the Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall notify the Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, Trust Collateral Agent agrees that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts; and, subject to the last sentence of Section 5.1(c)(i); and except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture TrusteeTrust Collateral Agent, and the Indenture Trustee Trust Collateral Agent shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security Physical Property shall be delivered to the Indenture Trustee Trust Collateral Agent in accordance with paragraph (ia) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee Trust Collateral Agent or its agenta securities intermediary (as such term is defined in Section 8-102(14) of the UCC) acting solely for the Trust Collateral Agent; (C) the “securities intermediary’s jurisdiction” for purposes of Section 8-110 of the UCC shall be the State of New York; (D) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any is a book-entry security held through the Federal Book Entry Security) Reserve System pursuant to Federal book-entry regulations shall be delivered to the Indenture Trustee in accordance with paragraph (iib) of the definition of “Delivery” and shall be maintainedmaintained by the Trust Collateral Agent, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; (E) any Trust Account Property that is an “uncertificated security” or a “security entitlement” under Article 8 of the UCC and that is not governed by clause (D) above shall be delivered to the Trust Collateral Agent in accordance with paragraph (c) or (d), if applicable, of the definition of “Delivery” and shall be maintained by the Trust Collateral Agent, pending maturity or disposition, through continued registration of the Indenture TrusteeTrust Collateral Agent’s (or its custodian or nominee’s) ownership of such security; and (DF) with respect to any cash that is Trust Account Property that constitutes shall be considered a Federal Book Entry Security, “financial asset” under Article 8 of the Indenture Trustee shall maintain and obtain Control over such propertyUCC. (iiig) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, power to instruct the Indenture Trustee Trust Collateral Agent to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or and the Trustee Trust Collateral Agent to carry out its their respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenturehereunder. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (a) (i) (i) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Trust Collateral Agent on behalf of the CertificateholdersNoteholders. The Collection Account shall initially be established with the Trust Collateral Agent. (ii) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Collateral Agent on behalf of the Noteholders. The Note Distribution Account shall initially be established with the Trust Collateral Agent. (iii) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]Trust Collateral Agent on behalf of the Noteholders. The Reserve Account shall initially be established with the Trust Collateral Agent. (b) Funds on deposit in the Collection Account, the Reserve Account and the Note Distribution Account, and the Spread Account (collectively, the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected by and as directed in writing by the Servicer (which written direction may be in the form of pursuant to standing instructions) instructions or if the Servicer fails to provide written direction, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investmentsotherwise). All such Eligible Investments shall be held by or controlled by on behalf of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders and Noteholders. Other than as permitted by the Certificateholders or the NoteholdersRating Agencies, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Date, all Investment Earnings on funds on deposit in the any Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Total Distribution Amount. Funds on deposit in the Trust Accounts shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date Business Day immediately preceding the following Payment Distribution Date; provided. All Eligible Investments will be held to maturity. Each institution at which the relevant Trust Account is maintained shall invest the funds therein as directed in writing by the Servicer in Eligible Investments. (c) All Investment Earnings of moneys deposited in each Trust Account shall be deposited (or caused to be deposited) in the Collection Account on each Distribution Date by the Trust Collateral Agent and applied as Available Funds on such Distribution Date, howeverand any loss resulting from such investments shall be charged to the related Trust Account. The Servicer will not direct the Trust Collateral Agent to make any investment of any funds held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, that in either case without any further action by any Person, and, in connection with any direction to the Trust Collateral Agent to make any such investment, if requested by the Trust Collateral Agent, the Servicer shall deliver to the Trust Collateral Agent an Opinion of Counsel, acceptable to the Trust Collateral Agent, to such effect. (d) The Trust Collateral Agent shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trust Collateral Agent’s negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trust Collateral Agent, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (e) If (i) the Servicer shall have failed to give investment directions in writing for any funds on deposit in the Trust Accounts to the Trust Collateral Agent by 1:00 p.m. Eastern Time (or such other time as may be invested agreed by the Issuer and Trust Collateral Agent) on any Business Day; or (ii) a Default or Event of Default shall have occurred and is continuing with respect to the Notes but the Notes shall not have been declared due and payable, or, if such Notes shall have been declared due and payable following an Event of Default, amounts collected or received from the Trust Property are being applied as if there had not been such a declaration; then the Trust Collateral Agent shall, to the fullest extent practicable, invest and reinvest funds in Eligible Investments the Trust Accounts in the investment described in clause (d) of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on the Payment Date. Funds deposited in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation definition of any Eligible Investments are not required to be invested overnightInvestments. (i) The Indenture Trustee Trust Collateral Agent shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) for the benefit of the Noteholders and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders and the Certificateholders or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee Trust Collateral Agent (or the Servicer on its behalf) shall within 10 five Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. In connection with the foregoing, the Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall notify the Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, Trust Collateral Agent agrees that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts; and, subject to the last sentence of Section 5.1(c)(i); and except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture TrusteeTrust Collateral Agent, and the Indenture Trustee Trust Collateral Agent shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security Physical Property shall be delivered to the Indenture Trustee Trust Collateral Agent in accordance with paragraph (ia) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee Trust Collateral Agent or its agent; a securities intermediary (C) any as such Trust Account Property that constitutes an Uncertificated Security (including any investments term is defined in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (iiSection 8-102(14) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’sUCC) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from acting solely for the Trust Accounts for the purpose of permitting the Servicer or the Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.Collateral Agent;

Establishment of Trust Accounts. (i) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersInsurer, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “"Collection Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Collateral Agent on behalf of the Noteholders and the CertificateholdersInsurer. The Collection Account shall initially be established with the Trust Collateral Agent. (ii) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “"Note Distribution Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the NoteholdersTrust Collateral Agent on behalf of the Noteholders and the Insurer. The Note Distribution Account shall initially be established with the Trust Collateral Agent. (iii) The ServicerTrust Collateral Agent, for the benefit on behalf of the NoteholdersNoteholders and the Insurer, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Spread "Pre-Funding Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Collateral Agent on behalf of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]the Insurer. The Pre-Funding Account shall initially be established with the Trust Collateral Agent. (b) Funds on deposit in the Collection Account, the Pre-Funding Account, the Note Distribution Account, Account and the Spread Capitalized Interest Account (collectively, the “"Trust Accounts”") and the Lockbox Accounts shall be invested or reinvested by the Indenture Trustee Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected by and as directed in writing by the Servicer (which written direction may be in the form of pursuant to standing instructions) instructions or if the Servicer fails to provide written direction, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investmentsotherwise). All such Eligible Investments shall be held by or controlled by on behalf of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders and the Certificateholders or the NoteholdersInsurer, as applicable (applicable. Other than as permitted by the Rating Agencies and for the purposes of Articles 8 and 9 of the UCCInsurer, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Date, all Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection any Account and shall be deemed to constitute a portion of the Total Distribution Amount. Funds on deposit in the Trust Accounts shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date Business Day immediately preceding the following Payment Date; providedDistribution Date or, howeverif earlier, that funds on deposit in Trust Accounts may be invested in Eligible Investments of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on the Payment following Insured Distribution Date. Funds deposited in a Trust Account on the Transfer day immediately preceding a Distribution Date that precedes a Payment or an Insured Distribution Date upon the maturity or liquidation of any Eligible Investments are not required to be invested overnight. All Eligible Investments will be held to maturity. (c) All investment earnings of moneys deposited in the Trust Accounts shall be deposited (or caused to be deposited) by the Trust Collateral Agent in the Collection Account, and any loss resulting from such investments shall be charged to such account. The Servicer will not direct the Trust Collateral Agent to make any investment of any funds held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trust Collateral Agent to make any such investment, if requested by the Trust Collateral Agent, the Servicer shall deliver to the Trust Collateral Agent an Opinion of Counsel, acceptable to the Trust Collateral Agent, to such effect. (d) The Trust Collateral Agent shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trust Collateral Agent's negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trust Collateral Agent, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (e) If (i) the Servicer shall have failed to give investment directions in writing for any funds on deposit in the Trust Accounts to the Trust Collateral Agent by 1:00 p.m. Eastern Time (or such other time as may be agreed by the Issuer and Trust Collateral Agent) on any Business Day; or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable, or, if such Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Property are being applied as if there had not been such a declaration; then the Trust Collateral Agent shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in the investment described in clause (g) of the definition of Eligible Investments. (i) The Indenture Trustee Trust Collateral Agent shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including excluding all income thereonInvestment Earnings on the Collection Account) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders and the Certificateholders or the Noteholders, as the case may be, and the Insurer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee Trust Collateral Agent (or the Servicer on its behalf) shall within 10 five Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency and the Insurer may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. In connection with the foregoing, the Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall notify the Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, Trust Collateral Agent agrees that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts; and, subject to the last sentence of Section 5.1(c)(i); and except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture TrusteeTrust Collateral Agent, and the Indenture Trustee Trust Collateral Agent shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security Physical Property shall be delivered to the Indenture Trustee Trust Collateral Agent in accordance with paragraph (ia) of the definition of “"Delivery” " and shall be held, pending maturity or disposition, solely by the Indenture Trustee Trust Collateral Agent or its agenta financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Trust Collateral Agent; (C) any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of "Delivery" and shall be maintained by the Trust Collateral Agent, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; and (D) any Trust Account Property that constitutes is an Uncertificated Security "uncertificated security" under Article 8 of the UCC and that is not governed by clause (including any investments in money market mutual funds, but excluding any Federal Book Entry SecurityC) above shall be delivered to the Indenture Trustee Trust Collateral Agent in accordance with paragraph (iic) of the definition of “"Delivery” " and shall be maintainedmaintained by the Trust Collateral Agent, pending maturity or disposition, through continued registration of the Indenture Trustee’s Trust Collateral Agent's (or its custodian or nominee’s's) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iiig) The Servicer shall have the power, revocable by the Indenture Trustee or by the TrusteeInsurer or, with the consent of the Indenture Insurer by the Trustee or by the Owner Trustee with the consent of the Trustee, to instruct the Indenture Trustee Trust Collateral Agent to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or and the Trustee Trust Collateral Agent to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenturehereunder. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (a) (i) The Servicer, for the benefit of the Noteholders Trustee on behalf of the Noteholders, the Owner Trustee on behalf of the Certificateholders, and the CertificateholdersSecurity Insurer, shall establish and maintain in the name of the Indenture Trustee Collateral Agent an Eligible Deposit Account (the “"Collection Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders Trustee on behalf of the Noteholders, the Owner Trustee on behalf of the Certificateholders and the CertificateholdersSecurity Insurer. Investment Earnings on funds in the Collection Account shall be paid to the Servicer. (ii) The Servicer, for the benefit of the Noteholders and Trustee on behalf of the CertificateholdersNoteholders, shall establish and maintain in the name of the Indenture Trustee Collateral Agent an Eligible Deposit Account (the “"Note Distribution Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the NoteholdersTrustee on behalf of the Noteholders and the Security Insurer. The Note Distribution Account shall initially be established with the Trustee. (iii) The Servicer, for the benefit of the Trustee on behalf of the Noteholders, the Owner Trustee on behalf of the Certificateholders, and the Security Insurer, shall establish and maintain in the name of the Indenture Trustee Collateral Agent an Eligible Deposit Account (the “Spread "Pre-Funding Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]. (b) Funds Trustee on deposit in the Collection Account, the Note Distribution Account, and the Spread Account (collectively, the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee in Eligible Investments selected by and as directed in writing by the Servicer (which written direction may be in the form behalf of standing instructions) or if the Servicer fails to provide written direction, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as applicable (and for the purposes of Articles 8 and 9 Owner Trustee on behalf of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Date, all Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Total Distribution Amount. Funds on deposit in the Trust Accounts shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date preceding the following Payment Date; provided, however, that funds on deposit in Trust Accounts may be invested in Eligible Investments of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on the Payment Date. Funds deposited in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required to be invested overnight. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders Certificateholders and the Certificateholders or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust AccountSecurity Insurer. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (a) On the Closing Date and at such other times as specified herein, the Administrator shall establish the following Eligible Deposit Accounts as more fully described below: (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the a “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders.; (ii) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the a “Note Distribution Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders.; (iii) The Servicer, for the benefit of the Noteholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the a “Spread Capitalized Interest Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders.; (iv) [Reserved].a “Supplemental Purchase Account”; (v) [Reserved].; (vi) [Reserved].; Administration Agreement (vii) [Reserved]; (viii) a “Floor Income Rebate Account”; and (ix) a “Borrower Benefit Account”. (b) Funds on deposit in the Collection Account, the Note Distribution Account, and the Spread Account each account specified in Section 2.3(a) above (collectively, the “Trust Accounts”” ) shall be invested or reinvested by the Indenture Trustee (or any custodian or designated agent with respect to any amounts on deposit in such accounts) in Eligible Investments selected by and as directed in writing (including Eligible Investments of the Indenture Trustee) pursuant to written instructions by the Servicer (which written direction may be in the form of standing instructions) or if the Servicer fails to provide written direction, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the IndentureAdministrator; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments. All such Eligible Investments shall be held by (or controlled by any custodian on behalf of) the Indenture Trustee for the benefit of the Noteholders and Issuer; provided that: (i) on or before the Certificateholders Business Day preceding each Quarterly Distribution Date (or the Noteholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, on or before that on each Transfer Quarterly Distribution Date, in the case of investments in money market accounts), all Investment Earnings interest and other investment income (net of losses and investment expenses) on funds on deposit in each Trust Account (other than the Trust Accounts Borrower Benefit Account) shall be deposited into the Collection Account and shall be deemed included as a part of Available Funds for such Quarterly Distribution Date; and (ii) all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Borrower Benefit Account shall be retained therein until withdrawn pursuant to constitute a portion Section 2.10(f) of this Agreement. Other than as described in the Total Distribution Amount. Funds following proviso or as otherwise permitted by the Rating Agencies, funds on deposit in the Trust Accounts shall only be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date Business Day preceding the following Payment Date; provided, however, that funds on deposit in Trust Accounts may be invested in Eligible Investments of Monthly Allocation Date (to the entity serving as Indenture Trustee payable on demand or that mature so that extent such funds will be available are needed to pay the Primary Servicing Fee on the Payment Date. Funds deposited in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required to be invested overnight. (isuch date) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee following Quarterly Distribution Date (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.all other amounts); provided,

Establishment of Trust Accounts. (a) Prior to the Closing Date, the Master Servicer shall open, at a depository institution (which may be the Indenture Trustee or the Bank), the following accounts (the "Trust Accounts"): (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain an account in the name of the Indenture Trustee an Eligible Deposit Account (the “"Collection Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders.Securityholders; (ii) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain an account in the name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution "Spread Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders.Securityholders; (iii) The Servicer, for the benefit of the Noteholders, shall establish and maintain an account in the name of the Indenture Trustee an Eligible Deposit Account (the “Spread "Note Distribution Account”), ") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders.Noteholders; and (iv) [Reserved]. an account in the name of the Owner Trustee (vthe "Certificate Distribution Account") [Reserved]. (vi) [Reserved]. (vii) [Reserved]. (b) Funds on deposit bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders. The Trust Accounts shall be Eligible Accounts and relate solely to the Securities and to the Contracts and Eligible Investments. The Master Servicer shall give the Indenture Trustee and the Owner Trustee at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All monies deposited in or credited to, from time to time, the Trust Accounts shall be part of the Trust Estate and all monies deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Certificate Distribution Account and the Note Distribution Account, and the Spread Account (collectively, the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee in Eligible Investments selected by and as directed in writing by the Servicer pursuant to Section 5.01(b). (which written direction may be b) All funds in the form of standing instructions) or if Collection Account, the Servicer fails to provide written directionSpread Account, the Note Distribution Account and the Certificate Distribution Account shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified Investments. Unless and until the RIC is no longer an Eligible Investment, all funds in paragraph (d) of the definition of “such Trust Accounts, in each case that are available for investment in Eligible Investments” (without giving effect to , shall be invested in the proviso therein) as set forth in Appendix A to the IndentureRIC; provided, however, it that funds in the Spread Account, the Note Distribution Account and the Certificate Distribution Account may only be invested in the RIC with the consent of Moody's. If the RIC is understood and agreed that no longer an Eligible Investment then, subject xx xxx limitations set forth herein, the Master Servicer shall direct the Indenture Trustee shall not be liable for in writing to invest funds in the selection of, or any loss arising from such investment in, foregoing Trust Accounts in Eligible Investments, other than the RIC. All such Eligible Investments investments shall be held or controlled by in the name of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the NoteholdersCertificateholders, as applicable applicable. All income or other gain from investment of monies deposited in or credited to the Collection Account (and for including without limitation the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Date, all Investment Earnings on funds on deposit in the Trust Accounts RIC Reinvestment Earnings) shall be deposited into in or credited to the Collection Account immediately upon receipt, and any loss resulting from such investment shall be deemed charged to constitute a portion the Collection Account. All income or other gain from investment of monies deposited in or credited to the Total Spread Account (including without limitation the RIC Reinvestment Earnings) shall be deposited in or credited to the Spread Account immediately upon receipt, and any loss resulting from such investment shall be charged to the Spread Account. All income or other gain from investment of monies deposited in or credited to the Note Distribution AmountAccount (including without limitation the RIC Reinvestment Earnings) shall be deposited in or credited to the Note Distribution Account immediately upon receipt, and any loss resulting from such investment shall be charged to the Note Distribution Account. Funds on deposit All income or other gain from investment of monies deposited in or credited to the Certificate Distribution Account (including without limitation the RIC Reinvestment Earnings) shall be deposited in or credited to the Certificate Distribution Account immediately upon receipt, and any loss resulting from such investment shall be charged to the Certificate Distribution Account. The maximum permissible maturities of any investments of funds in the Trust Accounts Collection Account, the Spread Account, the Note Distribution Account and the Certificate Distribution Account on any date shall not be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date later than one Business Day immediately preceding the following Payment DateDistribution Date next succeeding the date of such investment; provided, however, that such funds on deposit in Trust Accounts may be invested by the Indenture Trustee in Eligible Investments of (other than the entity serving as Indenture Trustee payable on demand or RIC) that mature so that such funds will be available on the Payment Business Day before the Distribution Date. Funds deposited No investment in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required may be sold prior to be invested overnightits maturity. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts Accounts, other than the Certificate Distribution Account, shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the NoteholdersCertificateholders, as the case may be. The Certificate Distribution Account shall be in the name of the Owner Trustee for the benefit of the Certificateholders. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Master Servicer on its behalf) shall within 10 ten Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i5.01(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and continuous control of the Indenture TrusteeTrustee within the meaning of Section 9-104(a) of the applicable UCC, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security Physical Property shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “the term "Delivery” " and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agenta Financial Intermediary acting solely for the Indenture Trustee; (C) any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (ii) of the definition of the term "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; and (D) any Trust Account Property that constitutes is an Uncertificated Security "uncertificated security" under Article Eight of the UCC and that is not governed by clause (including any investments in money market mutual funds, but excluding any Federal Book Entry SecurityC) above shall be delivered to the Indenture Trustee in accordance with paragraph (iiiii) of the definition of “the term "Delivery” " and shall be maintainedmaintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s 's (or its custodian or nominee’s's) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Master Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Master Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the CertificateholdersCertificateholder, shall establish with the Indenture Trustee, and maintain in the name of the Indenture Trustee Trustee, an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the CertificateholdersCertificateholder. (ii) The Servicer, for the benefit of the Noteholders and the CertificateholdersNoteholders, shall establish with the Indenture Trustee, and maintain in the name of the Indenture Trustee Trustee, an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the NoteholdersNoteholders and the Certificateholder, shall establish with the Indenture Trustee, and maintain in the name of the Indenture Trustee Trustee, an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]the Certificateholder. (b) Funds on deposit in the Collection Account, the Note Distribution Account, Account and the Spread Reserve Account (collectively, collectively the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee pursuant to the Servicer’s written instruction in Eligible Investments selected by and as directed in writing by the Servicer (which written direction may be in the form of standing instructions) or if the Servicer fails to provide written direction, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the IndentureServicer; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, in Eligible Investments; provided further, none of the funds deposited in the Trust Accounts shall be invested in an Eligible Investment or Eligible Investments issued by the Servicer or the Seller for a period of 30 days following the Closing Date. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the NoteholdersCertificateholder, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account)applicable; provided, however, that on each Transfer Date, Payment Date all Investment Earnings interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Total Distribution Amount. Funds Unless the Rating Agency Condition is satisfied, funds on deposit in the Trust Accounts shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds (or in the case of the Special Payment Date, the portion of such funds needed to make the final payment on the Class A-1 Notes pursuant to Section 5.04(d)) will be available at the close of business on the Transfer Date preceding the following Payment Date; providedDate or, however, that funds on deposit in Trust Accounts may be invested in Eligible Investments the case of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on Note Distribution Account and the Reserve Account, the following Payment Date. Funds deposited in a Trust Account on the a Transfer Date that which immediately precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required to be invested overnight. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the NoteholdersCertificateholder, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each the Rating Agency may consentCondition is satisfied) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. So long as U.S. Bank National Association is an Eligible Institution, any Trust Account shall be maintained with it in an Eligible Deposit Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in “deposit accounts accounts” (as defined in Section 9-102(a)(29) of the UCC) shall be held solely in the Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i); Accounts and (1) each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect theretothereto and to the extent the Indenture Trustee ceases to be an Eligible Institution, the Indenture Trustee shall be the related Eligible Institution’s “customer” and shall have “control” (in each case within the meaning of Section 9-104 of the UCC) with respect to such Eligible Deposit Account, (2) the Eligible Institution at which such Eligible Deposit Account is maintained shall be a “bank” as defined in Section 9-102(a)(8) of the UCC and shall agree to maintain such Eligible Deposit Account as a “deposit account” as such term is defined in Section 9-102(a)(29) of the UCC, and (3) the “bank’s jurisdiction” (within the meaning of Section 9-304 of the UCC) with respect to such Eligible Deposit Account shall be the State of New York; (B) any Trust Account Property that constitutes is held in “securities accounts” (as defined in Section 8-501(a) of the UCC) shall be held solely in Eligible Deposit Accounts; and (1) the Eligible Institution at which each such Eligible Deposit Account is maintained shall be a Certificated Security “securities intermediary” as defined in Section 8-102(a)(14) of the UCC and shall agree to maintain such Eligible Deposit Account as a “securities account” as such term is defined in Section 8-501(a) of the UCC, (2) the Eligible Institution at which such Eligible Deposit Account is maintained shall treat the Indenture Trustee as entitled to exercise the rights that comprise any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) credited to the account, and if at any time such Eligible Institution shall receive an “entitlement order” (within the meaning of Section 8-102(a)(8) of the UCC) issued by the Indenture Trustee and relating to such Eligible Deposit Account, such Eligible Institution shall comply with such entitlement order without further consent by the Issuing Entity or any other Person, (3) the Eligible Institution at which such Eligible Deposit Account is maintained shall agree with the Indenture Trustee that each item of property (whether investment property, financial asset, security, instrument or cash) credited to such Eligible Deposit Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC, (4) the “securities intermediaries’ jurisdiction” (within the meaning of Section 8-110 of the UCC) with respect to such Eligible Deposit Account shall be the State of New York and (5) the Eligible Institution at which such Eligible Deposit Account is maintained shall agree with the Indenture Trustee that in the event that such securities intermediary has or subsequently obtains by agreement, by operation of law or otherwise, a security interest in such Eligible Deposit Account or any financial asset credited thereto, the securities intermediary agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee and that the financial assets and other items deposited to such an Eligible Deposit Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than the Indenture Trustee; (C) any Trust Account Property that is of the type described in paragraph (a) or (b) of the definition of “Delivery” shall be delivered to the Indenture Trustee in accordance with paragraph (ia) or (b), as applicable, of the definition of “Delivery”, and shall be held as described in such paragraph; (D) any Trust Account Property that is a book entry security held through the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (c) of the definition of “Delivery” and shall be heldmaintained by the Indenture Trustee, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any through continued book-entry registration of such Trust Account Property as described in such paragraph; and (E) any Trust Account Property that constitutes is an Uncertificated Security “uncertificated security” under Article 8 of the UCC and that is not governed by clause (including any investments in money market mutual funds, but excluding any Federal Book Entry SecurityC) above shall be delivered to the Indenture Trustee in accordance with paragraph (iid) of the definition of “Delivery” and shall be maintainedmaintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts (to the extent such amounts are property of the Issuing Entity) for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Trust Collateral Agent on behalf of the CertificateholdersNoteholders. The Collection Account shall initially be established with the Trust Collateral Agent. (ii) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Collateral Agent on behalf of the Noteholders. The Note Distribution Account shall initially be established with the Trust Collateral Agent. (iii) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]Trust Collateral Agent on behalf of the Noteholders. The Reserve Account shall initially be established with the Trust Collateral Agent. (b) Funds on deposit in the Collection Account, the Reserve Account and the Note Distribution Account, and the Spread Account (collectively, the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected by and as directed in writing by the Servicer (which written direction may be in the form of pursuant to standing instructions) instructions or if the Servicer fails to provide written direction, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investmentsotherwise). All such Eligible Investments shall be held by or controlled by on behalf of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders and Noteholders. Other than as permitted by the Certificateholders or the NoteholdersRating Agencies, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Date, all Investment Earnings on funds on deposit in the any Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Total Distribution Amount. Funds on deposit in the Trust Accounts shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date Business Day immediately preceding the following Payment Distribution Date; provided. All Eligible Investments will be held to maturity. Each institution at which the relevant Trust Account is maintained shall invest the funds therein as directed in writing by the Servicer in Eligible Investments. (c) All Investment Earnings of moneys deposited in each Trust Account shall be deposited (or caused to be deposited) in the Collection Account on each Distribution Date by the Trust Collateral Agent and applied as Available Funds on such Distribution Date, howeverand any loss resulting from such investments shall be charged to such Trust Account. The Servicer will not direct the Trust Collateral Agent to make any investment of any funds held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, that in either case without any further action by any Person, and, in connection with any direction to the Trust Collateral Agent to make any such investment, if requested by the Trust Collateral Agent, the Servicer shall deliver to the Trust Collateral Agent an Opinion of Counsel, acceptable to the Trust Collateral Agent, to such effect. (d) The Trust Collateral Agent shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trust Collateral Agent’s negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trust Collateral Agent, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (e) If (i) the Servicer shall have failed to give investment directions in writing for any funds on deposit in the Trust Accounts to the Trust Collateral Agent by 1:00 p.m. Eastern Time (or such other time as may be invested agreed by the Issuer and Trust Collateral Agent) on any Business Day; or (ii) a Default or Event of Default shall have occurred and is continuing with respect to the Notes but the Notes shall not have been declared due and payable, or, if such Notes shall have been declared due and payable following an Event of Default, amounts collected or received from the Trust Property are being applied as if there had not been such a declaration; then the Trust Collateral Agent shall, to the fullest extent practicable, invest and reinvest funds in Eligible Investments the Trust Accounts in the investment described in clause (d) of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on the Payment Date. Funds deposited in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation definition of any Eligible Investments are not required to be invested overnightInvestments. (i) The Indenture Trustee Trust Collateral Agent shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) for the benefit of the Noteholders and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders and the Certificateholders or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee Trust Collateral Agent (or the Servicer on its behalf) shall within 10 five Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. In connection with the foregoing, the Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall notify the Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, Trust Collateral Agent agrees that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts; and, subject to the last sentence of Section 5.1(c)(i); and except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture TrusteeTrust Collateral Agent, and the Indenture Trustee Trust Collateral Agent shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security Physical Property shall be delivered to the Indenture Trustee Trust Collateral Agent in accordance with paragraph (ia) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee Trust Collateral Agent or its agent; a securities intermediary (C) any as such Trust Account Property that constitutes an Uncertificated Security (including any investments term is defined in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (iiSection 8-102(14) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’sUCC) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from acting solely for the Trust Accounts for the purpose of permitting the Servicer or the Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.Collateral Agent;

Establishment of Trust Accounts. (a) Servicer shall cause to be established: (i) The Servicer, for For the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee Trustee, an Eligible Deposit Account (the “"Collection Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (ii) The Servicer, for For the benefit of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the name of the Indenture Trustee Trustee, an Eligible Deposit Account (the “"Note Distribution Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for For the benefit of the NoteholdersNoteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee Trustee, an Eligible Deposit Account (the “Spread "Payahead Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]. (b) Funds on deposit in the Collection Account, the Note Distribution Account, the Payahead Account and the Spread Reserve Account (collectively, collectively the “"Trust Accounts”") and the Certificate Distribution Account shall be invested or reinvested by the Indenture Trustee with respect to the Trust Accounts (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected by and as directed in writing by the Servicer (which written direction may be in the form of pursuant to standing instructions) instructions or if the Servicer fails to provide written direction, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indentureotherwise); provided, however, provided that it is understood and agreed that the neither Servicer, Indenture Trustee nor Owner Trustee shall not be liable for the selection of, or any loss arising from such investment in, in Eligible Investments. All such Eligible Investments shall be held by or controlled by the on behalf of Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account)Certificateholders; provided, provided that on each Transfer Date, Distribution Date all Investment Earnings interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be deposited into the Collection Account distributed to Servicer and shall not be deemed available to constitute a portion pay the distributions provided for in Section 5.5 and shall not otherwise be subject to any claims or rights of Holders. Other than as permitted by the Total Distribution Amount. Funds Rating Agencies, funds on deposit in the Trust Accounts shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Deposit Date preceding the following Payment Date; provided, however, that funds on deposit in Trust Accounts may be invested in Eligible Investments of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on the Payment next Distribution Date. Funds deposited in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation of any No Eligible Investments are not required to be invested overnight. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income Investment shall be part sold or otherwise disposed of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases prior to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish scheduled maturity unless a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account default occurs with respect to such new Trust Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i); Investment and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Servicer directs Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered writing to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership dispose of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.Eligible Investment. Funds deposited

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the CertificateholdersCertificateholder, shall establish with the Indenture Trustee, and maintain in the name of the Indenture Trustee Trustee, an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the CertificateholdersCertificateholder. (ii) The Servicer, for the benefit of the Noteholders and the CertificateholdersNoteholders, shall establish with the Indenture Trustee, and maintain in the name of the Indenture Trustee Trustee, an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the NoteholdersNoteholders and the Certificateholder, shall establish with the Indenture Trustee, and maintain in the name of the Indenture Trustee Trustee, an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]the Certificateholder. (b) Funds on deposit in the Collection Account, the Note Distribution Account, Account and the Spread Reserve Account (collectively, collectively the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee pursuant to the Servicer’s written instruction in Eligible Investments selected by and as directed in writing by the Servicer (which written direction may be in the form of standing instructions) or if the Servicer fails to provide written direction, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the IndentureServicer; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, in Eligible Investments; provided further, none of the funds deposited in the Trust Accounts shall be invested in an Eligible Investment or Eligible Investments issued by the Servicer or the Seller for a period of 30 days following the Closing Date. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the NoteholdersCertificateholder, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account)applicable; provided, however, that on each Transfer Date, Payment Date all Investment Earnings interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Total Distribution Amount. Funds Unless the Rating Agency Condition is satisfied, funds on deposit in the Trust Accounts shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date preceding the following Payment Date; providedDate or, however, that funds on deposit in Trust Accounts may be invested in Eligible Investments the case of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on Note Distribution Account and the Reserve Account, the following Payment Date. Funds deposited in a Trust Account on the a Transfer Date that which immediately precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required to be invested overnight. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the NoteholdersCertificateholder, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each the Rating Agency may consentCondition is satisfied) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. So long as U.S. Bank National Association is an Eligible Institution, any Trust Account shall be maintained with it in an Eligible Deposit Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in “deposit accounts accounts” (as defined in Section 9-102(a)(29) of the UCC) shall be held solely in the Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i); Accounts and (1) each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect theretothereto and to the extent the Indenture Trustee ceases to be an Eligible Institution, the Indenture Trustee shall be the related Eligible Institution’s “customer” and shall have “control” (in each case within the meaning of Section 9-104 of the UCC) with respect to such Eligible Deposit Account, (2) the Eligible Institution at which such Eligible Deposit Account is maintained shall be a “bank” as defined in Section 9-102(a)(8) of the UCC and shall agree to maintain such Eligible Deposit Account as a “deposit account” as such term is defined in Section 9-102(a)(29) of the UCC, and (3) the “bank’s jurisdiction” (within the meaning of Section 9-304 of the UCC) with respect to such Eligible Deposit Account shall be the State of New York; (B) any Trust Account Property that constitutes is held in “securities accounts” (as defined in Section 8-501(a) of the UCC) shall be held solely in Eligible Deposit Accounts; and (1) the Eligible Institution at which each such Eligible Deposit Account is maintained shall be a Certificated Security “securities intermediary” as defined in Section 8-102(a)(14) of the UCC and shall agree to maintain such Eligible Deposit Account as a “securities account” as such term is defined in Section 8-501(a) of the UCC, (2) the Eligible Institution at which such Eligible Deposit Account is maintained shall treat the Indenture Trustee as entitled to exercise the rights that comprise any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) credited to the account, and if at any time such Eligible Institution shall receive an “entitlement order” (within the meaning of Section 8-102(a)(8) of the UCC) issued by the Indenture Trustee and relating to such Eligible Deposit Account, such Eligible Institution shall comply with such entitlement order without further consent by the Issuing Entity or any other Person, (3) the Eligible Institution at which such Eligible Deposit Account is maintained shall agree with the Indenture Trustee that each item of property (whether investment property, financial asset, security, instrument or cash) credited to such Eligible Deposit Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC, (4) the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC) with respect to such Eligible Deposit Account shall be the State of New York and (5) the Eligible Institution at which such Eligible Deposit Account is maintained shall agree with the Indenture Trustee that in the event that such securities intermediary has or subsequently obtains by agreement, by operation of law or otherwise, a security interest in such Eligible Deposit Account or any financial asset credited thereto, the securities intermediary agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee and that the financial assets and other items deposited to such an Eligible Deposit Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than the Indenture Trustee; (C) any Trust Account Property that is of the type described in paragraph (a) or (b) of the definition of “Delivery” shall be delivered to the Indenture Trustee in accordance with paragraph (ia) or (b), as applicable, of the definition of “Delivery”, and shall be held as described in such paragraph; (D) any Trust Account Property that is a book entry security held through the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (c) of the definition of “Delivery” and shall be heldmaintained by the Indenture Trustee, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any through continued book-entry registration of such Trust Account Property as described in such paragraph; and (E) any Trust Account Property that constitutes is an Uncertificated Security “uncertificated security” under Article 8 of the UCC and that is not governed by clause (including any investments in money market mutual funds, but excluding any Federal Book Entry SecurityC) above shall be delivered to the Indenture Trustee in accordance with paragraph (iid) of the definition of “Delivery” and shall be maintainedmaintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts (to the extent such amounts are property of the Issuing Entity) for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (ia) The ServicerTrustee, for the benefit on behalf of the Noteholders and the CertificateholdersSecurityholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders Trustee on behalf of the Securityholders. On the Closing Date, the Servicer will deposit, on behalf of the Seller, in the Collection Account, an amount equal to $[_________], such amount representing collections on the Receivables received from and including the Certificateholdersday after the Cutoff Date through the Business Day immediately preceding the Closing Date, but not previously deposited into the Collection Account. (iib) The ServicerTrustee, for the benefit on behalf of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Note Principal Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trustee on behalf of the Noteholders. The Principal Distribution Account shall initially be established with the Trustee. (iiic) The ServicerTrustee, for the benefit on behalf of the Noteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Series 2011-A Spread Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and CertificateholdersTrustee on behalf of the Noteholders. The Series 2011-A Spread Account shall initially be established with the Trustee. On the Closing Date, the Seller shall deposit the Initial Spread Account Deposit in the Series 2011-A Spread Account from the proceeds of the sale of the Notes. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]. (bd) Funds on deposit in the Collection Account, the Note Distribution Account, Account and the Series 2011-A Spread Account (collectively, the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected by and as directed in writing by the Servicer (which written direction may be pursuant to standing instructions or otherwise). Funds on deposit in the form of standing instructions) or if the Servicer fails to provide written direction, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee Principal Distribution Account shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investmentsinvested. All such Eligible Investments shall be held by or controlled by on behalf of the Indenture Trustee for the benefit of the Noteholders and Securityholders. Other than as permitted by the Certificateholders or the NoteholdersRating Agency, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Date, all Investment Earnings on funds on deposit in the any Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Total Distribution Amount. Funds on deposit in the Trust Accounts shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date Business Day immediately preceding the following Payment Date; provided, however, that funds on deposit in Trust Accounts may be invested in Eligible Investments of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on the Payment Date. Funds deposited in a Trust Account on the Transfer Date that precedes day immediately preceding a Payment Date upon the maturity or liquidation of any Eligible Investments are not required to be invested overnight. All Eligible Investments will be held to maturity. (e) All investment earnings of moneys deposited in the Trust Accounts shall be deposited (or caused to be deposited) by the Trustee in the Collection Account for distribution pursuant to Section 5.7(a) and any loss resulting from such investments shall be charged to such account. The Servicer will not direct the Trustee to make any investment of any funds held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trustee to make any such investment, if requested by the Trustee, the Servicer shall deliver to the Trustee an Opinion of Counsel, acceptable to the Trustee, to such effect. (f) The Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (g) If (i) the Servicer shall have failed to give investment directions for any funds on deposit in the Trust Accounts to the Trustee by 1:00 p.m. Eastern Time (or such other time as may be agreed by the Issuer and Trustee) on any Business Day; or (ii) an Event of Default shall have occurred and be continuing but the Notes shall not have been declared due and payable, or, if such Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Property are being applied as if there had not been such a declaration; then the Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Eligible Investments described in clause (ii) of the definition thereof. (h) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereonInvestment Earnings on the Trust Accounts) and all such funds, investments, proceeds and income shall be part of the Trust EstateProperty. The Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as the case may beTrustee. If, If at any time, time any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 five Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. The Servicer shall promptly notify the Rating Agency and the Owner Trustee of any change in the location of any of the aforementioned accounts. In connection with the foregoing, the Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Trustee, the Servicer shall notify the Trustee in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Account. (iii) Notwithstanding anything to the contrary herein or in any other document relating to a Trust Account, the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC) or the “bank’s jurisdiction” (with the meaning of 9-304 of the UCC), as applicable, with respect to each Trust Account shall be the State of New York. (j) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, agrees that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in an Eligible Deposit AccountsAccount; and, subject to the last sentence of Section 5.1(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, Trustee and the Indenture Trustee shall have sole signature authority with respect thereto;; and (B) any other Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property”. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish cause to be established and maintain maintained with the Account Bank and in the name of the Indenture Trustee Trustee, an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (ii) The Servicer, for the benefit of the Noteholders and the CertificateholdersNoteholders, shall establish cause to be established and maintain maintained with the Account Bank and in the name of the Indenture Trustee Trustee, an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the NoteholdersIssuing Entity, shall establish cause to be established and maintain maintained with the Account Bank and in the name of the Indenture Trustee Issuing Entity, an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]Issuing Entity. (b) Funds on deposit in the Collection Account, the Note Distribution Account, Account and the Spread Reserve Account (collectively, collectively the “Trust Accounts”) shall be invested or reinvested by the Account Bank on behalf of the Indenture Trustee in Eligible Investments Investments, selected by and the Servicer; provided, that, funds on deposit in the Reserve Account shall be invested only in Eligible Investments meeting the requirements of §246.4(b)(2) of Regulation RR, as directed in writing determined solely by the Servicer (which Servicer. In the absence of written direction may be in from the form of standing instructions) or if the Servicer fails to provide written directionServicer, such funds shall be invested or reinvested by the Indenture Trustee remain uninvested, in Eligible Investments specified in paragraph (d) accordance with Section 8.04 of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments. All such Eligible Investments shall be held or controlled by the Account Bank on behalf of the Indenture Trustee for the benefit of the Noteholders Noteholders, the Certificateholders and the Certificateholders or the NoteholdersIssuing Entity, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account)applicable; provided, that on each Transfer Date, Payment Determination Date all interest and other Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for the Total Distribution Amountrelated Payment Date. Funds Other than as permitted by the Rating Agencies, funds on deposit in the Trust Accounts Collection Account, the Reserve Account and the Note Distribution Account shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at (A) not later than the close of business on the Transfer Date Business Day immediately preceding the following next Payment Date; providedDate or (B) on or before 10:00 a.m. on such next Payment Date if such investment is held in the corporate trust department of the institution with which the Collection Account, howeverthe Reserve Account and the Note Distribution Account, that funds on as applicable, is then maintained and is invested either (i) in a time deposit of the Indenture Trustee rated at least A-1 by S&P Global Ratings and F1 or A by Fitch (such account being maintained within the corporate trust department of the Indenture Trustee), (ii) in Trust Accounts may be invested the Indenture Trustee’s common trust fund so long as such fund is rated in the highest applicable rating category by S&P Global Ratings and Fitch or (iii) in Eligible Investments specified in clauses (b), (g) or (i) of the entity serving as definition thereof; and provided that all such Eligible Investments shall be held to maturity (to the extent such Eligible Investment has an applicable maturity date) and be available for redemption and use by the Indenture Trustee payable on demand or that mature so that such funds will be available on prior to the relevant Payment Date. Funds deposited Moreover, the Servicer shall not direct the Indenture Trustee to invest funds in a the Trust Account Accounts in any Eligible Investment that would not mature or be capable of being liquidated on or prior to the Transfer Date that precedes a relevant Payment Date upon Date. In no event shall the maturity Indenture Trustee be held liable for investment losses in Eligible Investments pursuant to this Section 5.01, except in its capacity as obligor thereunder. Except as otherwise provided hereunder or liquidation agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any Eligible Investments are not required held hereunder, and, in general, to be invested overnightexercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Account Bank hereby agrees that the Trust Accounts (other than the Reserve Account) shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the NoteholdersCertificateholders, as the case may be. The Account Bank further agrees that Reserve Account shall be under the sole dominion and control of the Indenture Trustee in the name of and for the benefit of the Issuing Entity which such Reserve Account has been pledged by the Issuing Entity to the Indenture Trustee for the benefit of the Noteholders. All of the Depositor’s right, title and interest to the Reserve Account has been conveyed by the Depositor to the Issuing Entity pursuant to Section 2.01(e) hereof, including, all funds on deposit from time to time, and all investments, proceeds and income thereof. The Depositor hereby grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Noteholders, all of the Depositor’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Reserve Account and all proceeds thereof. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Servicer (upon written notice from the Indenture Trustee (or the Servicer on its behalfAccount Bank that such account no longer qualifies) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall cause the Indenture Trustee, who shall instruct the Account Bank, to transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. The Account Bank or the other Person holding the Trust Accounts as provided in this Section 5.01(c)(i) shall be the “Securities Intermediary.” If the Securities Intermediary shall be a Person other than the Indenture Trustee or the Account Bank, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5.01. (ii) With respect to the Trust Account Property, the Indenture Trustee Securities Intermediary agrees, by its acceptance hereof, that: (A) The Trust Accounts are accounts to which Financial Assets will be credited. (B) All securities or other property underlying any Financial Assets credited to the Trust Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Trust Accounts be registered in the name of the Trust, the Servicer or the Depositor, payable to the order of the Trust, the Servicer or the Depositor or specially indorsed to the Owner Trustee, the Servicer or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (C) All property delivered to the Securities Intermediary pursuant to this Agreement will be promptly credited to the appropriate Trust Account. (D) Each item of property (whether investment property, Financial Asset, security, instrument or cash) credited to a Trust Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (E) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Trust Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Trust, the Servicer, the Depositor or any other Person. (F) The Trust Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Trust Accounts (as well as the securities entitlements (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York. (G) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Trust Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Trust, the Depositor, the Servicer or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(c)(ii)(E) hereof. (H) Except for the claims and interest of the Indenture Trustee and of the Trust in the Trust Accounts, the Securities Intermediary knows of no claim to, or interest in, the Trust Accounts or in any Financial Asset credited thereto. If any other person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Trust Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer and the Trust thereof. (I) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Trust Accounts and/or any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject simultaneously to each of the last sentence of Section 5.1(c)(i); Servicer and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iiiJ) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (dK) All The Securities Intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each Financial Asset credited to any Trust Accounts will initially Account. (L) Each item of property credited to each Trust Account shall not be established at subject to, and the Securities Intermediary hereby waives, any security interest, lien, claim, encumbrance, or right of setoff in favor of the Securities Intermediary or anyone claiming through the Securities Intermediary (other than the Indenture Trustee).

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (ii) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the NoteholdersTrust, shall establish and maintain in the name of the Indenture Trustee Trust an Eligible Deposit Account (the “Spread Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and CertificateholdersTrust. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]. (b) Funds on deposit in the Collection Account, the Note Distribution Account, and the Spread Account (collectively, the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee in Eligible Investments selected by and as directed in writing by the Servicer (which written direction may be in the form of standing instructions) or if the Servicer fails to provide written direction, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments; provided further, funds on deposit in the Spread Account shall be invested only in Eligible Investments meeting the requirements of Part 246.4(b)(2) of Regulation RR, as determined solely by the Servicer. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of of: (i) with respect to Eligible Investments relating to the Spread Account, the Trust; and (ii) in all other cases, the Noteholders and the Certificateholders or the Noteholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Payment Date, all Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Total Distribution Amount. Funds on deposit in the Trust Accounts shall be invested in Eligible Investments (or other investments permitted by the Rating AgenciesAgencies that, in the case of investments relating to the Spread Account, meet the requirements of Regulation RR) that will mature so that such funds will be available at the close of business on the Transfer Date preceding the following Payment Date; provided, however, that funds on deposit in Trust Accounts may be invested in . Eligible Investments may not be purchased at a premium. For the avoidance of doubt, in no event shall the Indenture Trustee have any obligation or responsibility to monitor or enforce compliance with, or be charged with knowledge of the entity serving as Indenture Trustee payable on demand requirements of Regulation RR (including, but not limited to, §246.4(b)(2) and §246.4(b)(3)(i) therein), nor shall it be liable to any investor or that mature so that such funds will be available on any other party whatsoever for any violation of Regulation RR (including, but not limited to, §246.4(b)(2) and §246.4(b)(3)(i) therein) or any similar provisions now or hereafter in effect or the Payment Date. Funds deposited in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation breach of any Eligible Investments are not required to be invested overnightterms of the Indenture or any other document in connection therewith. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of (A) with respect to the Spread Account, the Trust, and (B) in all other cases, the Noteholders and the Certificateholders or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account; provided, however, that any new Spread Account shall satisfy any requirements of Regulation RR. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of (i) with respect to Trust Account Property relating to the Spread Account, the Trust’s (or its custodian or nominee’s) ownership of such security, and (ii) in all other cases, the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (a) (a) (i) The Except as otherwise provided with respect to a Series in the related Series Supplement, the Master Servicer, for the benefit on behalf of the Noteholders with respect to each Series, the holders of the Series Trust Certificates of each Series and the Certificateholdersholders of the Owner Trust Certificates, shall establish and maintain in the name of the Indenture Trustee Trustee, a trust account which is an Eligible Deposit Account (the “"Master Collection Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series Noteholders with respect to the Household Automotive Trusts, holders of the Series Trust Certificates of each Series and the Certificateholdersholders of the Owner Trust Certificates. The Master Collection Account shall initially be established with the Indenture Trustee. The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in, and shall have sole dominion and control with respect to, the Master Collection Account and in all proceeds thereof for the benefit of the Series Noteholders, the holders of the Series Trust Certificates of each Series and the holders of the Owner Trust Certificates. Except as expressly provided in this Agreement, the Master Servicer agrees that it shall have no right of setoff or banker's lien against, and no right to otherwise deduct from, any funds held in the Master Collection Account for any amount owed to it by the Trust. (ii) The ServicerWith respect to each Series, for the benefit of the Noteholders and the Certificateholders, Indenture Trustee shall establish and maintain in the name of Series Trust Accounts required to be established and maintained pursuant to the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the Noteholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Spread Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]related Series Supplement. (b) Funds on deposit in the Master Collection Account, the Note Distribution Account, Account and the Spread Account any Series Trust Accounts (collectively, the “"Trust Accounts”") shall be invested or reinvested by the Indenture Trustee (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected by and as directed in writing by the Master Servicer (pursuant to standing instructions or otherwise) which written direction may be in the form of standing instructions) or if the Servicer fails to provide written direction, absent any instruction shall be invested or reinvested by the Indenture Trustee in Eligible Investments investments specified in paragraph clause (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as Investments set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Date, all Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Total Distribution Amountherein. Funds on deposit in the any Trust Accounts Account shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date Business Day immediately preceding the following Payment Date; provided, however, that funds on deposit in Trust Accounts may be invested in Eligible Investments of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on the Payment Distribution Date. Funds deposited in a Trust Account on the Transfer day immediately preceding a Distribution Date that precedes a Payment Date upon and representing the maturity or liquidation proceeds of any Eligible Investments are not required to be invested overnight. All Eligible Investments will be held to maturity. (ic) All investment earnings of monies deposited in the Trust Accounts shall be deposited (or caused to be deposited) by the Indenture Trustee in the Master Collection Account or the related Series Collection Account no later than the close of business on the Business Day immediately preceding the related Distribution Date, and any loss resulting from such investments shall be charged to the Master Collection Account. The Master Servicer will not direct the Indenture Trustee to make any investment of any funds held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment, if necessary, the Master Servicer shall deliver to the Indenture Trustee an Opinion of Counsel to such effect. (d) The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Indenture Trustee's negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Indenture Trustee in its commercial capacity as principal obligor and not as Indenture Trustee in accordance with their terms. (e) If (i) the Master Servicer shall have failed to give investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 2:00 p.m. Eastern Time (or such other time as may be agreed by the Issuer and the Indenture Trustee) on any Business Day; or (ii) an Event of Default shall have occurred and be continuing with respect to a Series of Notes, the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Eligible Investments in accordance with paragraph (b) above; provided that, if following an Event of Default amounts are to be distributed to Securityholders other than on a Distribution Date, investments shall mature on the Business Day preceding any such proposed date of distribution. (f) The Indenture Trustee, in its respective capacities with respect to the various Series shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including excluding all income thereonInvestment Earnings on the Master Collection Account and the Series Collection Accounts) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the related Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Master Servicer on its behalf) shall within 10 five Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. (ii) With respect to . In connection with the foregoing, the Master Servicer agrees that, in the event that any of the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in deposit Accounts are not accounts shall be held solely in Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of with the Indenture Trustee, and the Indenture Trustee Master Servicer shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to notify the Indenture Trustee in accordance with paragraph (i) writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. Pursuant to the definition of “Delivery” and authority granted to the Master Servicer under this Agreement, the Master Servicer shall be heldhave the revocable power, pending maturity or disposition, solely granted by the Indenture Trustee or its agent; (C) any such Trust to make withdrawals and payments from the Master Collection Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts Master Collection Account for the purpose purposes of permitting carrying out the Master Servicer's duties hereunder. The Master Servicer may net against any deposits required to be made to the Master Collection Account on the Business Day before any Determination Date amounts that the Seller, as Certificateholder or otherwise, is entitled to receive as distributions directly or indirectly from the Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the IndentureMaster Collection Account on such Determination Date. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish cause to be established and maintain maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (ii) The Servicer, for the benefit of the Noteholders and the CertificateholdersNoteholders, shall establish cause to be established and maintain maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the Noteholders[,] [and] the Certificateholders [and the Swap Counterparty], shall establish cause to be established and maintain maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders[,] [and] the Certificateholders [and the Swap Counterparty]. (iv) [The Servicer, for the benefit of the Noteholders, shall cause to be established and maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Pre-Funding Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders.] (v) [The Servicer, for the benefit of the Noteholders and the Swap Counterparty, if any, shall cause to be established and maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Negative Carry Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders [and Certificateholders. (iv) [Reservedthe Swap Counterparty]. (v) [Reserved]. (vi) [ReservedThe Servicer, for the benefit of the Noteholders and the Swap Counterparty, if any, shall cause to be established and maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Accumulation Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders [and the Swap Counterparty]. (vii) [Reserved]. (b) Funds on deposit in the Collection Account, the Note Distribution Account[,] [and] the Reserve Account[, the Pre-Funding Account and the Spread Account Negative Carry Account][the Accumulation Account] (collectively, collectively the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee in Eligible Investments selected by and as directed in writing by the Servicer (which Servicer. In absence of written direction may be in from the form of standing instructions) or if the Servicer fails to provide written directionServicer, such funds shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph clause (di) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investmentsthereof. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders Noteholders[,] [and] the Certificateholders [and the Certificateholders or the NoteholdersSwap Counterparty], as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account)applicable; provided, that on each Transfer Date, Payment Determination Date all interest and other Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for the Total Distribution Amountrelated Payment Date. Funds Other than as permitted by the Rating Agencies, funds on deposit in the Trust Accounts Collection Account, the Reserve Account[,] [and] the Note Distribution Account, [the Pre-Funding Account and the Negative Carry Account][and the Accumulation Account] shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at (A) not later than the close of business on the Transfer Date Business Day immediately preceding the following next Payment Date; providedDate or (B) on or before 10:00 a.m. on such next Payment Date if such investment is held in the corporate trust department of the institution with which the Collection Account, howeverthe Reserve Account[,] [and] the Note Distribution Account, that funds on [the Pre-Funding Account and the Negative Carry Account][and the Accumulation Account], if any, as applicable, is then maintained and is invested either (i) in a time deposit of the Indenture Trustee rated at least [___] by [___] and [___] by [___] (such account being maintained within the corporate trust department of the Indenture Trustee), (ii) in Trust Accounts may be invested the Indenture Trustee’s common trust fund so long as such fund is rated in the highest applicable rating category by [___] and [___] or (iii) in Eligible Investments specified in clauses (g) or (i) of the entity serving as definition thereof; and provided that Eligible Investments shall be available for redemption and use by the Indenture Trustee payable on demand or that mature so that such funds will be available on the relevant Payment Date. Funds deposited In no event shall the Indenture Trustee be held liable for investment losses in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required pursuant to be invested overnightthis Section 5.01, except in its capacity as obligor thereunder. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders Noteholders[,] [and] the Certificateholders [and the Certificateholders or the NoteholdersSwap Counterparty], as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. The Indenture Trustee or the other Person holding the Trust Accounts as provided in this Section 5.01(c)(i) shall be the “Securities Intermediary.” If the Securities Intermediary shall be a Person other than the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5.01. (ii) With respect to the Trust Account Property, the Indenture Trustee Securities Intermediary agrees, by its acceptance hereof, that: (A) The Trust Accounts are accounts to which Financial Assets will be credited. (B) All securities or other property underlying any Financial Assets credited to the Trust Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Trust Accounts be registered in the name of the Trust, the Servicer or the Depositor, payable to the order of the Trust, the Servicer or the Depositor or specially indorsed to the Owner Trustee, the Servicer or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (C) All property delivered to the Securities Intermediary pursuant to this Agreement will be promptly credited to the appropriate Trust Account. (D) Each item of property (whether investment property, Financial Asset, security, instrument or cash) credited to a Trust Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (E) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Trust Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Trust, the Servicer, the Depositor or any other Person. (F) The Trust Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Trust Accounts (as well as the securities entitlements (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York. (G) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Trust Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Trust, the Depositor, [the Swap Counterparty,] the Servicer or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(c)(ii)(E) hereof. (H) Except for the claims and interest of the Indenture Trustee and of the Trust in the Trust Accounts, the Securities Intermediary knows of no claim to, or interest in, the Trust Accounts or in any Financial Asset credited thereto. If any other person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Trust Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer, [the Swap Counterparty] and the Trust thereof. (I) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Trust Accounts and/or any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject simultaneously to each of the last sentence of Section 5.1(c)(i); Servicer and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (iii) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iiiii) The Servicer, for the benefit of the NoteholdersTrust, shall establish and maintain in the name of the Indenture Trustee Trust an Eligible Deposit Account (the “Spread Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and CertificateholdersTrust. (iii) [Reserved]. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]. (b) Funds on deposit in the Collection Account, the Note Distribution Account, and the Spread Account (collectively, the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee in Eligible Investments selected by and as directed in writing by the Servicer (which written direction may be in the form of standing instructions) or if the Servicer fails to provide written direction, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments; provided further, funds on deposit in the Spread Account shall be invested only in Eligible Investments meeting the requirements of Part 246.4(b)(2) of Regulation RR, as determined solely by the Servicer. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of of: (i) with respect to Eligible Investments relating to the Spread Account, the Trust; and (ii) in all other cases, the Noteholders and the Certificateholders or the Noteholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Payment Date, all Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Total Distribution Amount. Funds on deposit in the Trust Accounts shall be invested in Eligible Investments (or other investments permitted by the Rating AgenciesAgencies that, in the case of investments relating to the Spread Account, meet the requirements of Regulation RR) that will mature so that such funds will or be available at the close of business liquidated on the Transfer Date preceding the following Payment Date; provided. For the avoidance of doubt, howeverin no event shall the Indenture Trustee have any obligation or responsibility to monitor or enforce compliance with, that funds on deposit in Trust Accounts may or be invested in Eligible Investments charged with knowledge of the entity serving as Indenture Trustee payable on demand requirements of Regulation RR (including, but not limited to, §246.4(b)(2) and §246.4(b)(3)(i) therein), nor shall it be liable to any investor or that mature so that such funds will be available on any other party whatsoever for any violation of Regulation RR (including, but not limited to, §246.4(b)(2) and §246.4(b)(3)(i) therein) or any similar provisions now or hereafter in effect or the Payment Date. Funds deposited in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation breach of any Eligible Investments are not required to be invested overnightterms of the Indenture or any other document in connection therewith. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of (A) with respect to the Spread Account, the Trust, and (B) in all other cases, the Noteholders and the Certificateholders or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account; provided however, that any new Spread Account shall satisfy any requirements of Regulation RR. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of (i) with respect to Trust Account Property relating to the Spread Account, the Trust’s (or its custodian or nominee’s) ownership of such security, and (ii) in all other cases, the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders.Trust (ii) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Collateral Agent on behalf of the Noteholders. The Note Distribution Account shall initially be established with the Trust Collateral Agent. (iii) The ServicerTrust Collateral Agent, for the benefit on behalf of the Noteholders, shall establish and maintain in the its own name of the Indenture Trustee an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]Trust Collateral Agent on behalf of the Noteholders. The Reserve Account shall initially be established with the Trust Collateral Agent. (b) Funds on deposit in the Collection Account, the Reserve Account and the Note Distribution Account, and the Spread Account (collectively, the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected by and as directed in writing by the Servicer (which pursuant to standing instructions or otherwise). Absent receipt of such written investment direction may be in from the form of standing instructions) or if the Servicer fails to provide written directionServicer, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Date, all Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and held uninvested. All such Eligible Investments shall be deemed to constitute a portion held by or on behalf of the Total Distribution AmountTrust Collateral Agent for the benefit of the Noteholders. Funds Other than as permitted by the Rating Agencies, funds on deposit in the any Trust Accounts Account shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date Business Day immediately preceding the following Payment Distribution Date; provided. All Eligible Investments will be held to maturity. Each institution at which the relevant Trust Account is maintained shall invest the funds therein as directed in writing by the Servicer in Eligible Investments. The Servicer acknowledges that upon its written request and at no additional cost, howeverit has the right to receive notification after the completion of each such investment or the Trust Collateral Agent’s receipt of a broker confirmation. The Servicer agrees that such notifications will not be provided by the Trust Collateral Agent hereunder, and the Trust Collateral Agent shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. No statement need be made available if no activity has occurred in the relevant Trust Account during such period. (c) All Investment Earnings of moneys deposited in each Trust Account shall be deposited (or caused to be deposited) in the Collection Account on each Distribution Date by the Trust Collateral Agent and applied as Available Funds on such Distribution Date, and any loss resulting from such investments shall be charged to the related Trust Account. The Servicer will not direct the Trust Collateral Agent to make any investment of any funds held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trust Collateral Agent to make any such investment, if requested by the Trust Collateral Agent, the Servicer shall deliver to the Trust Collateral Agent an Opinion of Counsel, acceptable to the Trust Collateral Agent, to such effect. (d) The Trust Collateral Agent shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trust Collateral Agent’s negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trust Collateral Agent, in its commercial capacity as principal obligor and not as Trust Collateral Agent or as Trustee, in accordance with their terms. (e) If (i) the Servicer shall have failed to give investment directions in writing for any funds on deposit in the Trust Accounts to the Trust Collateral Agent by 1:00 p.m. Eastern Time (or such other time as may be invested agreed by the Issuer and the Trust Collateral Agent) on any Business Day; or (ii) a Default or Event of Default shall have occurred and is continuing with respect to the Notes but the Notes shall not have been declared due and payable, or, if such Notes shall have been declared due and payable following an Event of Default, amounts collected or received from the Trust Property are being applied as if there had not been such a declaration; then the Trust Collateral Agent shall, to the fullest extent practicable, invest and reinvest funds in Eligible Investments of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on Trust Accounts in accordance with the Payment Date. Funds deposited instructions outlined in a the most recent investment direction letter between the Servicer and the Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required to be invested overnightCollateral Agent. (i) The Indenture Trustee Trust Collateral Agent shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) for the benefit of the Noteholders and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders and the Certificateholders or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee Trust Collateral Agent (or the Servicer on its behalf) shall within 10 five (5) Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. In connection with the foregoing, the Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall notify the Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, Trust Collateral Agent agrees that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts; and, subject to the last sentence of Section 5.1(c)(i); and except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture TrusteeTrust Collateral Agent, and the Indenture Trustee Trust Collateral Agent shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security Physical Property shall be delivered to the Indenture Trustee Trust Collateral Agent in accordance with paragraph (ia) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee Trust Collateral Agent or its agenta securities intermediary (as such term is defined in Section 8-102(14) of the UCC) acting solely for the Trust Collateral Agent; (C) the “securities intermediary’s jurisdiction” for purposes of Section 8-110 of the UCC shall be the State of New York; (D) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any is a book-entry security held through the Federal Book Entry Security) Reserve System pursuant to federal book-entry regulations shall be delivered to the Indenture Trustee in accordance with paragraph (iib) of the definition of “Delivery” and shall be maintainedmaintained by the Trust Collateral Agent, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; (E) any Trust Account Property that is an “uncertificated security” or a “security entitlement” under Article 8 of the UCC and that is not governed by clause (D) above shall be delivered to the Trust Collateral Agent in accordance with paragraph (c) or (d), if applicable, of the definition of “Delivery” and shall be maintained by the Trust Collateral Agent, pending maturity or disposition, through continued registration of the Indenture TrusteeTrust Collateral Agent’s (or its custodian or nominee’s) ownership of such security; and (DF) with respect to any cash that is Trust Account Property that constitutes shall be considered a Federal Book Entry Security, “financial asset” under Article 8 of the Indenture Trustee shall maintain and obtain Control over such propertyUCC. (iiig) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, power to instruct the Indenture Trustee Trust Collateral Agent to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or and the Trustee Trust Collateral Agent to carry out its their respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenturehereunder. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish cause to be established and maintain maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (ii) The Servicer, for the benefit of the Noteholders and the CertificateholdersNoteholders, shall establish cause to be established and maintain maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the NoteholdersNoteholders and the Certificateholders, shall establish cause to be established and maintain maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (iv) [Reserved]The Servicer, for the benefit of the Noteholders, shall cause to be established and maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Pre-Funding Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (v) [Reserved]. The Servicer, for the benefit of the Noteholders, shall cause to be established and maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (vi) [Reserved]. (vii) [Reserved]the “Negative Carry Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (b) Funds on deposit in the Collection Account, the Note Distribution Account, the Reserve Account, the Pre-Funding Account and the Spread Negative Carry Account (collectively, collectively the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee in Eligible Investments selected by and as directed in writing by the Servicer (which Servicer. In absence of written direction may be in from the form of standing instructions) or if the Servicer fails to provide written directionServicer, such funds shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph clause (di) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investmentsthereof. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account)applicable; provided, that on each Transfer Date, Payment Determination Date all interest and other Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for the Total Distribution Amountrelated Payment Date. Funds Other than as permitted by the Rating Agencies, funds on deposit in the Trust Accounts Collection Account, the Reserve Account, the Note Distribution Account, the Pre-Funding Account and the Negative Carry Account shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at (A) not later than the close of business on the Transfer Date Business Day immediately preceding the following next Payment Date; providedDate or (B) on or before 10:00 a.m. on such next Payment Date if such investment is held in the corporate trust department of the institution with which the Collection Account, howeverthe Reserve Account, that funds on the Note Distribution Account, the Pre-Funding Account and the Negative Carry Account, as applicable, is then maintained and is invested either (i) in a time deposit of the Indenture Trustee rated at least A-1 by Standard & Poor’s and Prime-1 by Moody’s (such account being maintained within the corporate trust department of the Indenture Trustee), (ii) in Trust Accounts may be invested the Indenture Trustee’s common trust fund so long as such fund is rated in the highest applicable rating category by Standard & Poor’s and Moody’s or (iii) in Eligible Investments specified in clauses (g) or (i) of the entity serving as definition thereof; and provided that Eligible Investments shall be available for redemption and use by the Indenture Trustee payable on demand or that mature so that such funds will be available on the relevant Payment Date. Funds deposited In no event shall the Indenture Trustee be held liable for investment losses in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required pursuant to be invested overnightthis Section 5.01, except in its capacity as obligor thereunder. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Noteholders and the Certificateholders or the NoteholdersCertificateholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. The Indenture Trustee or the other Person holding the Trust Accounts as provided in this Section 5.01(c)(i) shall be the “Securities Intermediary.” If the Securities Intermediary shall be a Person other than the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5.01. (ii) With respect to the Trust Account Property, the Indenture Trustee Securities Intermediary agrees, by its acceptance hereof, that: (A) The Trust Accounts are accounts to which Financial Assets will be credited. (B) All securities or other property underlying any Financial Assets credited to the Trust Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Trust Accounts be registered in the name of the Trust, the Servicer or the Seller, payable to the order of the Trust, the Servicer or the Seller or specially indorsed to the Owner Trustee, the Servicer or the Seller except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (C) All property delivered to the Securities Intermediary pursuant to this Agreement will be promptly credited to the appropriate Trust Account. (D) Each item of property (whether investment property, Financial Asset, security, instrument of cash) credited to a Trust Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (E) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Trust Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Trust, the Servicer, the Seller or any other Person. (F) The Trust Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Trust Accounts (as well as the securities entitlements (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York. (G) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Trust Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Trust, the Seller, the Servicer or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(c)(ii)(E) hereof. (H) Except for the claims and interest of the Indenture Trustee and of the Trust in the Trust Accounts, the Securities Intermediary knows of no claim to, or interest in, the Trust Accounts or in any Financial Asset credited thereto. If any other person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Trust Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer and the Trust thereof. (I) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Trust Accounts and/or any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject simultaneously to each of the last sentence of Section 5.1(c)(i); Servicer and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “"Collection Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (ii) The Servicer, for the benefit of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “"Note Distribution Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the Noteholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “"Spread Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iv) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the "Pre-Funding Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (iv) [Reserved]. (v) [Reserved]. The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (vi) [Reserved]. (vii) [Reserved]the "Negative Carry Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (b) Funds on deposit in the Collection Account, the Note Distribution Account, the Spread Account, the Pre-Funding Account and the Spread Negative Carry Account (collectively, the “"Trust Accounts”") shall be invested or reinvested by the Indenture Trustee in Eligible Investments selected by and as directed in writing by the Servicer (which written direction may be in the form of standing instructions) or if the Servicer fails to provide written direction, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture); provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as applicable (and for the purposes of Articles Article 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Date, all Investment Earnings on funds on deposit in the Trust Accounts therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Total Distribution Amount. Funds on deposit in the Trust Accounts shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date preceding the following Payment Date; provided, however, that funds on deposit in Trust Accounts may be invested in Eligible Investments of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on the Payment Date. Funds deposited in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required to be invested overnight. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.Distribution

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish cause to be established and maintain maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (ii) The Servicer, for the benefit of the Noteholders and the CertificateholdersNoteholders, shall establish cause to be established and maintain maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the NoteholdersNoteholders and the Certificateholders, shall establish cause to be established and maintain maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (iv) [Reserved]If there is a Funding Period, the Servicer, for the benefit of the Noteholders, shall cause to be established and maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Pre-Funding Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (v) [Reserved]. If there is a Funding Period, the Servicer, for the benefit of the Noteholders, shall cause to be established and maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (vi) [Reserved]. (vii) [Reserved]the “Negative Carry Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (b) Funds on deposit in the Collection Account, the Note Distribution Account, the Reserve Account, the Pre-Funding Account, if any, and the Spread Account Negative Carry Account, if any, (collectively, collectively the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee in Eligible Investments selected by and as directed in writing by the Servicer (which Servicer. In absence of written direction may be in from the form of standing instructions) or if the Servicer fails to provide written directionServicer, such funds shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph clause (di) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investmentsthereof. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account)applicable; provided, that on each Transfer Date, Payment Determination Date all interest and other Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for the Total Distribution Amountrelated Payment Date. Funds Other than as permitted by the Rating Agencies, funds on deposit in the Trust Accounts Collection Account, the Reserve Account, the Note Distribution Account, the Pre-Funding Account, if any, and the Negative Carry Account, if any, shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at (A) not later than the close of business on the Transfer Date Business Day immediately preceding the following next Payment Date; providedDate or (B) on or before 10:00 a.m. on such next Payment Date if such investment is held in the corporate trust department of the institution with which the Collection Account, howeverthe Reserve Account, that funds on the Note Distribution Account, the Pre-Funding Account, if any, and the Negative Carry Account, if any, as applicable, is then maintained and is invested either (i) in a time deposit of the Indenture Trustee rated at least A-1 by Standard & Poor’s and Prime-1 by Moody’s (such account being maintained within the corporate trust department of the Indenture Trustee), (ii) in Trust Accounts may be invested the Indenture Trustee’s common trust fund so long as such fund is rated in the highest applicable rating category by Standard & Poor’s and Moody’s or (iii) in Eligible Investments specified in clauses (g) or (i) of the entity serving as definition thereof; and provided that Eligible Investments shall be available for redemption and use by the Indenture Trustee payable on demand or that mature so that such funds will be available on the relevant Payment Date. Funds deposited In no event shall the Indenture Trustee be held liable for investment losses in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required pursuant to be invested overnightthis Section 5.01, except in its capacity as obligor thereunder. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders or the Noteholders and the Certificateholders or the NoteholdersCertificateholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. The Indenture Trustee or the other Person holding the Trust Accounts as provided in this Section 5.01(c)(i) shall be the “Securities Intermediary.” If the Securities Intermediary shall be a Person other than the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5.01. (ii) With respect to the Trust Account Property, the Indenture Trustee Securities Intermediary agrees, by its acceptance hereof, that: (A) The Trust Accounts are accounts to which Financial Assets will be credited. (B) All securities or other property underlying any Financial Assets credited to the Trust Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Trust Accounts be registered in the name of the Trust, the Servicer or the Depositor, payable to the order of the Trust, the Servicer or the Depositor or specially indorsed to the Owner Trustee, the Servicer or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (C) All property delivered to the Securities Intermediary pursuant to this Agreement will be promptly credited to the appropriate Trust Account. (D) Each item of property (whether investment property, Financial Asset, security, instrument of cash) credited to a Trust Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (E) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Trust Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Trust, the Servicer, the Depositor or any other Person. (F) The Trust Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Trust Accounts (as well as the securities entitlements (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York. (G) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Trust Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Trust, the Depositor, the Swap Counterparty, the Servicer or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(c)(ii)(E) hereof. (H) Except for the claims and interest of the Indenture Trustee and of the Trust in the Trust Accounts, the Securities Intermediary knows of no claim to, or interest in, the Trust Accounts or in any Financial Asset credited thereto. If any other person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Trust Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer, the Swap Counterparty and the Trust thereof. (I) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Trust Accounts and/or any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject simultaneously to each of the last sentence of Section 5.1(c)(i); Servicer and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The Master Servicer, for the benefit of the Noteholders, shall establish and maintain in the name of the Trustee an Eligible Deposit Account (the "Note Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. The Note Distribution Account shall initially be established with the Trustee. (ii) The Master Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Collection "Reserve Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (ii) . The Servicer, for Reserve Account shall be maintained with the benefit of Trustee as long as the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee is an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the Noteholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Spread Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]Institution. (b) Funds on deposit in the Collection Account, the Note Distribution Account, Account and the Spread Reserve Account (collectively, the “"Trust Accounts”") and the Certificate Distribution Account shall be invested or reinvested by the Indenture Trustee with respect to Trust Accounts and by the Owner Trustee with respect to the Certificate Distribution Account (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected by and as directed in writing by the Master Servicer (which written direction may be in the form of pursuant to standing instructions) instructions or if the Servicer fails to provide written direction, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indentureotherwise); provided, however, it is understood and agreed that neither the Indenture Trustee nor the Owner Trustee shall not be liable for the selection of, or any loss arising from such investment in, in Eligible Investments. All such Eligible Investments shall be held by or controlled by on behalf of the Indenture Trustee or the Owner Trustee, as applicable, for the benefit of the Noteholders and the Certificateholders Certificateholders, the Noteholders or the NoteholdersCertificateholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account)applicable; provided, provided that on each Transfer Date, Distribution Date all Investment Earnings interest and other investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Total Interest Distribution Amount. Funds Other than as permitted by the Rating Agencies, funds on deposit in the Trust Accounts Collection Account, the Note Distribution Account, the Certificate Distribution Account and the Reserve Account shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date preceding the following Payment Date; provided, however, that funds on deposit in Trust Accounts may be invested in Eligible Investments of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on the Payment Distribution Date. Funds deposited in a Trust Account or the Certificate Distribution Account on the a Transfer Date that which immediately precedes a Payment Distribution Date upon the maturity or liquidation of any Eligible Investments are not required to be invested overnight. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders Certificateholders, or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts or the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Master Servicer on its behalf) or the Owner Trustee, as applicable, shall within 10 [30] Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency may consent) establish a new Trust Account or a new Certificate Distribution Account, as applicable, as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account or a new Certificate Distribution Account, as applicable. In connection with the foregoing, the Master Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Trustee, the Master Servicer shall notify the Trustee in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (ii) With respect to the Trust Account Property, the Indenture Trustee Trustee, and with respect to the Certificate Distribution Account, the Owner Trustee, agrees, by its respective acceptance hereof, that: : (A) any Trust Account Property or any property in the Certificate Distribution Account that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts, Accounts subject to the last penultimate sentence of Section 5.1(c)(i4.1(c)(i); and and, except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture TrusteeTrustee with respect to the Trust Accounts and the Owner Trustee with respect to the Certificate Distribution Account, and the Indenture Trustee or the Owner Trustee, as applicable, shall have sole signature authority with respect thereto; ; (B) any Trust Account Property that constitutes a Certificated Security Physical Property shall be delivered to the Indenture Trustee in accordance with paragraph (ia) of the definition of “Delivery” Delivery and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; a securities intermediary (as such term is defined in Section 8-102(14) of the UCC) acting solely for the Trustee; (C) any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of Delivery and shall be maintained by the Trustee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; and (D) any Trust Account Property that constitutes is an Uncertificated Security "uncertificated security" under Article 8 of the UCC and that is not governed by clause (including any investments in money market mutual funds, but excluding any Federal Book Entry SecurityC) above shall be delivered to the Indenture Trustee in accordance with paragraph (iic) of the definition of “Delivery” Delivery and shall be maintainedmaintained by the Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s 's (or its custodian or nominee’s's) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Master Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Master Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish cause to be established and maintain maintained with the Indenture Trustee and in the name of the Issuing Entity, for the benefit of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (ii) The Servicer, for the benefit of the Noteholders and the CertificateholdersNoteholders, shall establish cause to be established and maintain maintained with the Indenture Trustee and in the name of the Issuing Entity, for the benefit of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the NoteholdersNoteholders and the Certificateholders, shall establish cause to be established and maintain maintained with the Indenture Trustee and in the name of the Issuing Entity, for the benefit of the Indenture Trustee an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]. (b) Funds on deposit in the Collection Account, the Note Distribution Account, Account and the Spread Reserve Account (collectively, collectively the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee in Eligible Investments Investments, selected by and as directed in writing by the Servicer (which Servicer. In the absence of written direction may be in from the form of standing instructions) or if the Servicer fails to provide written directionServicer, such funds shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph clause (di) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investmentsthereof. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the NoteholdersCertificateholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account)applicable; provided, that on each Transfer Date, Payment Determination Date all interest and other Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for the Total Distribution Amountrelated Payment Date. Funds Other than as permitted by the Rating Agencies, funds on deposit in the Trust Accounts Collection Account, the Reserve Account and the Note Distribution Account shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at (A) not later than the close of business on the Transfer Date Business Day immediately preceding the following next Payment Date; providedDate or (B) on or before 10:00 a.m. on such next Payment Date if such investment is held in the corporate trust department of the institution with which the Collection Account, howeverthe Reserve Account and the Note Distribution Account, that funds on as applicable, is then maintained and is invested either (i) in a time deposit of the Indenture Trustee rated at least A-1 by S&P Global Ratings and F1 by Fitch (such account being maintained within the corporate trust department of the Indenture Trustee), (ii) in Trust Accounts may be invested the Indenture Trustee’s common trust fund so long as such fund is rated in the highest applicable rating category by S&P Global Ratings and Fitch or (iii) in Eligible Investments specified in clauses (g) or (i) of the entity serving as definition thereof; and provided that Eligible Investments shall be available for redemption and use by the Indenture Trustee payable on demand or that mature so that such funds will be available on the relevant Payment Date. Funds deposited In no event shall the Indenture Trustee be held liable for investment losses in a Trust Account on Eligible Investments pursuant to this Section 5.01, except in its capacity as obligor thereunder. Except as otherwise provided hereunder or agreed in writing among the Transfer Date that precedes a Payment Date upon parties hereto, the maturity Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or liquidation consolidation with respect to the issuer of any Eligible Investments are not required held hereunder, and, in general, to be invested overnightexercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the NoteholdersCertificateholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. The Indenture Trustee or the other Person holding the Trust Accounts as provided in this Section 5.01(c)(i) shall be the “Securities Intermediary.” If the Securities Intermediary shall be a Person other than the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5.01. (ii) With respect to the Trust Account Property, the Indenture Trustee Securities Intermediary agrees, by its acceptance hereof, that: (A) The Trust Accounts are accounts to which Financial Assets will be credited. (B) All securities or other property underlying any Financial Assets credited to the Trust Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Trust Accounts be registered in the name of the Trust, the Servicer or the Depositor, payable to the order of the Trust, the Servicer or the Depositor or specially indorsed to the Owner Trustee, the Servicer or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (C) All property delivered to the Securities Intermediary pursuant to this Agreement will be promptly credited to the appropriate Trust Account. (D) Each item of property (whether investment property, Financial Asset, security, instrument or cash) credited to a Trust Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (E) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Trust Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Trust, the Servicer, the Depositor or any other Person. (F) The Trust Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Trust Accounts (as well as the securities entitlements (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York. (G) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Trust Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Trust, the Depositor, the Servicer or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(c)(ii)(E) hereof. (H) Except for the claims and interest of the Indenture Trustee and of the Trust in the Trust Accounts, the Securities Intermediary knows of no claim to, or interest in, the Trust Accounts or in any Financial Asset credited thereto. If any other person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Trust Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer and the Trust thereof. (I) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Trust Accounts and/or any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject simultaneously to each of the last sentence of Section 5.1(c)(i); Servicer and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (ii) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the NoteholdersTrust, shall establish and maintain in the name of the Indenture Trustee Trust an Eligible Deposit Account (the “Spread Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and CertificateholdersTrust. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]. (b) Funds on deposit in the Collection Account, the Note Distribution Account, and the Spread Account (collectively, the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee in Eligible Investments selected by and as directed in writing by the Servicer (which written direction may be in the form of standing instructions) or if the Servicer fails to provide written direction, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments; provided further, funds on deposit in the Spread Account shall be invested only in Eligible Investments meeting the requirements of Part 246.4(b)(2) of Regulation RR, as determined solely by the Servicer. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of of: (i) with respect to Eligible Investments relating to the Spread Account, the Trust; and (ii) in all other cases, the Noteholders and the Certificateholders or the Noteholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Payment Date, all Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Total Distribution Amount. Funds on deposit in the Trust Accounts shall be invested in Eligible Investments (or other investments permitted by the Rating AgenciesAgencies that, in the case of investments relating to the Spread Account, meet the requirements of Regulation RR) that will mature so that such funds will or be available at the close of business liquidated on the Transfer Date preceding the following Payment Date; provided. For the avoidance of doubt, howeverin no event shall the Indenture Trustee have any obligation or responsibility to monitor or enforce compliance with, that funds on deposit in Trust Accounts may or be invested in Eligible Investments charged with knowledge of the entity serving as Indenture Trustee payable on demand requirements of Regulation RR (including, but not limited to, §246.4(b)(2) and §246.4(b)(3)(i) therein), nor shall it be liable to any investor or that mature so that such funds will be available on any other party whatsoever for any violation of Regulation RR (including, but not limited to, §246.4(b)(2) and §246.4(b)(3)(i) therein) or any similar provisions now or hereafter in effect or the Payment Date. Funds deposited in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation breach of any Eligible Investments are not required to be invested overnightterms of the Indenture or any other document in connection therewith. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of (A) with respect to the Spread Account, the Trust, and (B) in all other cases, the Noteholders and the Certificateholders or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account; provided however, that any new Spread Account shall satisfy any requirements of Regulation RR. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i5.1(c); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of (i) with respect to Trust Account Property relating to the Spread Account, the Trust’s (or its custodian or nominee’s) ownership of such security, and (ii) in all other cases, the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (dc) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “"Collection Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (ii) The Servicer, for the benefit of the Noteholders and the CertificateholdersNoteholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “"Note Distribution Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the Noteholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “"Spread Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iv) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the "Pre-Funding Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (iv) [Reserved]. (v) [Reserved]The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the "Negative Carry Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (vi) [Reserved]. The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (vii) [Reserved]the "Principal Supplement Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (b) Funds on deposit in the Collection Account, the Note Distribution Account, the Spread Account, the Pre-Funding Account, the Negative Carry Account and the Spread Account Principal Supplement Account, (collectively, the “"Trust Accounts”") shall be invested or reinvested by the Indenture Trustee in Eligible Investments selected by and as directed in writing by the Servicer (which written direction may be in the form of standing instructions) or if the Servicer fails to provide written direction, shall be invested or reinvested by the Indenture Trustee in Eligible Investments specified in paragraph (d) of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture); provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account); provided, that on each Transfer Date, all Investment Earnings on funds on deposit in the Trust Accounts therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Total Distribution Amount. Funds Other than as permitted by the Rating Agencies, funds on deposit in the Trust Accounts shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at the close of business on the Transfer Date preceding the following Payment Date; provided, however, that funds on deposit in Trust Accounts may be invested in Eligible Investments of the entity serving as Indenture Trustee payable on demand or that mature so that such funds will be available on the Payment Date. Funds deposited in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity or liquidation of any Eligible Investments are not required to be invested overnight. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the Noteholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “"Delivery” " and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “"Delivery” " and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s 's (or its custodian or nominee’s's) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.

Establishment of Trust Accounts. (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish cause to be established and maintain maintained with the Indenture Trustee and in the name of the Issuing Entity, for the benefit of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (ii) The Servicer, for the benefit of the Noteholders and the CertificateholdersNoteholders, shall establish cause to be established and maintain maintained with the Indenture Trustee and in the name of the Issuing Entity, for the benefit of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (iii) The Servicer, for the benefit of the NoteholdersNoteholders and the Certificateholders, shall establish cause to be established and maintain maintained with the Indenture Trustee and in the name of the Issuing Entity, for the benefit of the Indenture Trustee an Eligible Deposit Account (the “Spread Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]. (b) Funds on deposit in the Collection Account, the Note Distribution Account, Account and the Spread Reserve Account (collectively, collectively the “Trust Accounts”) shall be invested or reinvested by the Indenture Trustee in Eligible Investments Investments, selected by and as directed in writing by the Servicer (which Servicer. In the absence of written direction may be in from the form of standing instructions) or if the Servicer fails to provide written directionServicer, such funds shall be invested or reinvested by the Indenture Trustee remain uninvested, in Eligible Investments specified in paragraph (d) accordance with Section 8.04 of the definition of “Eligible Investments” (without giving effect to the proviso therein) as set forth in Appendix A to the Indenture; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments. All such Eligible Investments shall be held or controlled by the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the NoteholdersCertificateholders, as applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a Securities Account)applicable; provided, that on each Transfer Date, Payment Determination Date all interest and other Investment Earnings on funds on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for the Total Distribution Amountrelated Payment Date. Funds Other than as permitted by the Rating Agencies, funds on deposit in the Trust Accounts Collection Account, the Reserve Account and the Note Distribution Account shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies) that will mature so that such funds will be available at (A) not later than the close of business on the Transfer Date Business Day immediately preceding the following next Payment Date; providedDate or (B) on or before 10:00 a.m. on such next Payment Date if such investment is held in the corporate trust department of the institution with which the Collection Account, howeverthe Reserve Account and the Note Distribution Account, that funds on as applicable, is then maintained and is invested either (i) in a time deposit of the Indenture Trustee rated at least A-1 by S&P Global Ratings and F1 or A by Fitch (such account being maintained within the corporate trust department of the Indenture Trustee), (ii) in Trust Accounts may be invested the Indenture Trustee’s common trust fund so long as such fund is rated in the highest applicable rating category by S&P Global Ratings and Fitch or (iii) in Eligible Investments specified in clauses (b), (g) or (i) of the entity serving as definition thereof; and provided that all such Eligible Investments shall be held to maturity (to the extent such Eligible Investment has an applicable maturity date) and be available for redemption and use by the Indenture Trustee payable on demand or that mature so that such funds will be available on prior to the relevant Payment Date. Funds deposited Moreover, the Servicer shall not direct the Indenture Trustee to invest funds in a the Trust Account Accounts in any Eligible Investment that would not mature on or prior to the Transfer Date that precedes a relevant Payment Date upon Date. In no event shall the maturity Indenture Trustee be held liable for investment losses in Eligible Investments pursuant to this Section 5.01, except in its capacity as obligor thereunder. Except as otherwise provided hereunder or liquidation agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any Eligible Investments are not required held hereunder, and, in general, to be invested overnightexercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities. (i) The Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders or the NoteholdersCertificateholders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account. The Indenture Trustee or the other Person holding the Trust Accounts as provided in this Section 5.01(c)(i) shall be the “Securities Intermediary.” If the Securities Intermediary shall be a Person other than the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5.01. (ii) With respect to the Trust Account Property, the Indenture Trustee Securities Intermediary agrees, by its acceptance hereof, that: (A) The Trust Accounts are accounts to which Financial Assets will be credited. (B) All securities or other property underlying any Financial Assets credited to the Trust Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Trust Accounts be registered in the name of the Trust, the Servicer or the Depositor, payable to the order of the Trust, the Servicer or the Depositor or specially indorsed to the Owner Trustee, the Servicer or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (C) All property delivered to the Securities Intermediary pursuant to this Agreement will be promptly credited to the appropriate Trust Account. (D) Each item of property (whether investment property, Financial Asset, security, instrument or cash) credited to a Trust Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (E) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Trust Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Trust, the Servicer, the Depositor or any other Person. (F) The Trust Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Trust Accounts (as well as the securities entitlements (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York. (G) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Trust Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Trust, the Depositor, the Servicer or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(c)(ii)(E) hereof. (H) Except for the claims and interest of the Indenture Trustee and of the Trust in the Trust Accounts, the Securities Intermediary knows of no claim to, or interest in, the Trust Accounts or in any Financial Asset credited thereto. If any other person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Trust Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer and the Trust thereof. (I) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Trust Accounts and/or any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject simultaneously to each of the last sentence of Section 5.1(c)(i); Servicer and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or its agent; (C) any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such security; and (D) with respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain Control over such property. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (d) All Trust Accounts will initially be established at the Indenture Trustee.