Common use of Establishment of Trust Accounts Clause in Contracts

Establishment of Trust Accounts. (a) The Owner Trustee, for the benefit of the Certificateholder, shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account (the “Certificate Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholder. The Certificate Distribution Account shall be maintained as an Eligible Deposit Account; provided, however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Account. (b) The Trust shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholder. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Certificate Paying Agent shall within ten (10) Business Days establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash or any investments to such new Certificate Distribution Account; provided, however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Account.

Establishment of Trust Accounts. (a) The Owner Trustee, for the benefit of the Certificateholder, shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account (the “Certificate Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholder. The Certificate Distribution Account shall be maintained as an Eligible Deposit Account; provided, provided however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Account. (b) The Trust shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholder. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Certificate Paying Agent shall within ten (10) Business Days establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash or any investments to such new Certificate Distribution Account; provided, provided however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Account.

Establishment of Trust Accounts. (a) The Owner TrusteeOn the Closing Date and at such other times as specified herein, for the benefit Administrator shall establish the following Eligible Deposit Accounts as more fully described below: (i) a “Collection Account”; (ii) a “Reserve Account”; (iii) a “Capitalized Interest Account”; (iv) 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 each account specified in Section 2.3(a) above (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee (or any custodian or designated agent with respect to any amounts on deposit in such accounts) in Eligible Investments (including Eligible Investments of the Certificateholder, shall cause Indenture Trustee) pursuant to written instructions by the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account (the “Certificate Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholder. The Certificate Distribution Account shall be maintained as an Eligible Deposit AccountAdministrator; provided, however, it is understood and agreed that so long as 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 (ior by any custodian on behalf of) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Account. (b) The Trust shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Indenture Trustee for the benefit of the Certificateholder. IfIssuer; provided that: (i) on or before the Business Day preceding each Distribution Date (or on or before that Distribution Date, at any timein the case of investments in money market accounts), all interest and other investment income (net of losses and investment expenses) on funds on deposit in each Trust Account (other than the Certificate Distribution Account ceases to Borrower Benefit Account) shall be an Eligible Deposit Account, deposited into the Certificate Paying Agent shall within ten (10) Business Days establish a new Certificate Distribution Account as an Eligible Deposit Collection Account and shall transfer any cash or any investments to be included as a part of Available Funds for such new Certificate Distribution AccountDate; provided, however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and and (ii) such depository institution’s deposits are insured 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 Section 2.10(f) of this Agreement. Other than as described in the following proviso or as otherwise permitted by the FDICRating Agencies then rating the Notes, funds on deposit in the Trust Accounts shall only be invested in Eligible Investments that will mature so that such account shall funds will be deemed to be an Eligible Deposit Account.available at the close of business on the Business Day preceding the following Distribution Date; provided,

Establishment of Trust Accounts. (a) On the Closing Date and at such other times as specified herein, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below: (i) a "Collection Account"; (ii) a "Reserve Account"; and (iii) a "Capitalized Interest Account". (b) Funds on deposit in each account specified in Section 2.3(a) above (collectively, the "Trust Accounts") shall be invested by the Indenture Administrator (or any custodian or designated agent with respect to any amounts on deposit in such accounts) in Eligible Investments (including Eligible Investments of the Indenture Trustee or the Indenture Administrator) pursuant to written instructions by the Administrator; provided, however, it is understood and agreed that the Indenture Administrator 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 the Indenture Administrator (or any custodian on behalf of the Indenture Administrator) for the benefit of the Issuer; provided that on the Business Day preceding each Distribution Date, all interest and other investment income (net of losses and investment expenses) on funds on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Available Funds for such Distribution Date. Other than as described in the following proviso or as otherwise permitted by the Rating Agencies, funds on deposit in the Trust Accounts shall only be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day preceding the following Monthly Servicing Payment Date (to the extent necessary to pay the Primary Servicing Fee payable on such date) or the following Distribution Date. Funds deposited in a Trust Account on a Business Day which immediately precedes a Monthly Servicing Payment Date or Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight. (c) The Depositor and the Issuer pledged to the Indenture Trustee all of their respective 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. Subject to the Administrator's power to instruct the Indenture Trustee or the Indenture Administrator, as applicable, pursuant to Section 2.3(b) above and Section 2.3(e) below, the Trust Accounts shall be under the sole dominion and control of the Indenture Administrator on behalf of the Indenture Trustee for the benefit of the Noteholders and the Issuer. If, at any time, any Trust Account ceases to be an Eligible Deposit Account, the Administrator (on behalf of the Indenture Trustee and the Indenture Administrator) agrees, by its acceptance hereto, that it 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 to such new Trust Account. In connection with the foregoing, the Administrator agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture Administrator, the Administrator shall notify the Indenture Trustee and the Indenture Administrator in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (d) With respect to the Trust Account Property, the Indenture Administrator agrees, by its acceptance hereof, that: (i) 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 2.3(c) and, subject to Section 2.3(b), each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Administrator on behalf of the Indenture Trustee, and the Indenture Administrator shall have sole signature authority with respect thereto; (ii) any Trust Account Property that constitutes Physical Property shall be Delivered to the Indenture Administrator on behalf of the Indenture Trustee in accordance with paragraph (a) of the definition of "Delivery" and shall be held, pending maturity or disposition, solely by the Indenture Administrator on behalf of the Indenture Trustee or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Indenture Administrator on behalf of the Indenture Trustee; (iii) 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 Indenture Administrator on behalf of the Indenture Trustee, pending maturity or disposition, through continuous book-entry registration of such Trust Account Property as described in such paragraph; and (iv) any Trust Account Property other than cash that is an "uncertificated security" under Article 8 of the UCC and that is not governed by clause (iii) above shall be Delivered to the Indenture Trustee in accordance with paragraph (c) of the definition of "Delivery" and shall be maintained by the Indenture Administrator on behalf of the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee's (or, as its nominee, the Indenture Administrator's or other nominee's) ownership of such security. Notwithstanding anything to the contrary set forth in this Section 2.3(d), the Indenture Trustee and the Indenture Administrator shall have no liability or obligation in respect of any failed Delivery, as contemplated herein, other than with respect to a Delivery which fails as a result of any action or inaction on behalf of the Indenture Trustee or the Indenture Administrator. (e) The Administrator shall have the power, revocable for cause or upon the occurrence and during the continuance of an Administrator Default by the Indenture Trustee or by the Owner Trustee or the Indenture Administrator with the consent of the Indenture Trustee, to instruct the Indenture Trustee or the Indenture Administrator to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer, the Administrator or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee or the Indenture Administrator or to carry out its duties under the Indenture. (f) On the Closing Date, the Indenture Administrator, for the benefit of the CertificateholderNoteholders and the Trust, shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account Indenture Trustee an Eligible Deposit Account (the “Certificate Distribution "Collection Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust. The Certificate Distribution Collection Account shall will initially be maintained established as an Eligible Deposit Account; provided, however, that so long as (i) a segregated trust account in the long-term unsecured debt name of the related depository institution Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Administrator shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by cause the FDIC, such account shall be deemed Trust to be an Eligible deposit the Collection Account Initial Deposit into the Collection Account. (bg) The Trust shall possess all right, title and interest in all funds on deposit from time to time in On the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided hereinClosing Date, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee Indenture Administrator, for the benefit of the Certificateholder. IfNoteholders and the Trust, at any time, shall establish and maintain in the Certificate Distribution Account ceases to be an Eligible Deposit Account, name of the Certificate Paying Agent shall within ten (10) Business Days establish a new Certificate Distribution Account as Indenture Trustee an Eligible Deposit Account and shall transfer any cash or any investments to such new Certificate Distribution (the "Reserve Account; provided"), however, bearing a designation clearly indicating that so long as (i) the long-term unsecured debt funds deposited therein are held for the benefit of the related depository institution Trust. The Reserve Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of Indenture Administrator. On the Closing Date, the Administrator shall have a credit rating cause the Trust to deposit the Reserve Account Initial Deposit into the Reserve Account. (h) On the Closing Date, the Indenture Administrator, for the benefit of investment grade or better by a nationally recognized statistical rating organizationthe Noteholders and the Trust, shall establish and (ii) such depository institution’s deposits are insured by maintain in the FDIC, such account shall be deemed to be name of the Indenture Trustee an Eligible Deposit Account (the "Capitalized Interest Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust. The Capitalized Interest Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of Indenture Administrator. On the Closing Date, the Administrator shall cause the Trust to deposit the Capitalized Interest Account Initial Deposit into the Capitalized Interest Account.

Establishment of Trust Accounts. (a) The Owner Trustee, for the benefit of the Certificateholder, shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account (the “Certificate Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholder. The Certificate Distribution Account shall be maintained as an Eligible Deposit Account; provided, however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, organization and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Account. (b) The Trust shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholder. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Certificate Paying Agent shall within ten (10) 10 Business Days establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash or any investments to such new Certificate Distribution Account; provided, however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, organization and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Account.

Establishment of Trust Accounts. (ai) The Owner TrusteeAdministrator shall establish and maintain the Trust Accounts required to be established and maintained pursuant to the Series Supplement, and such Trust Accounts shall be subject to the sole dominion and control of the Administrator on behalf of the Indenture Trustee for the benefit of the Certificateholder, shall cause the Certificate Paying Agent to establish and maintain in the name of the Noteholders. (ii) No Trust a distribution non-interest bearing account (the “Certificate Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholder. The Certificate Distribution Account shall be maintained with an institution other than the Administrator unless such institution agrees in writing to the provisions of this Section 5.1 as if such institution were the Administrator, except that the Administrator shall continue to be the “entitlement holder” of the related Trust Account. (iii) With respect to any Trust Account Property held from time to time in any Trust Account, the Administrator agrees that (A) such Trust Account Property shall at all times be credited in the Administrator’s books and records to the relevant Trust Account, (B) any Eligible Investment constituting a deposit account shall be, except as otherwise provided herein, subject to the exclusive custody and control of the Administrator, and, if the Administrator is not the depositary bank with which such deposit account is maintained, the Administrator shall be the depositary bank’s customer with respect thereto, and (C) any Eligible Investment other than a deposit account shall be held, pending maturity or disposition by the Administrator, in accordance with the relevant terms of the definition of “Delivery.” The Administrator acknowledges and agrees that (i) each item of property (whether investment property, financial asset, security, instrument, cash or any other type of property) credited to a Trust Account that is a “securities account,” (as defined in Article 8 of the UCC) shall be treated as a “financial asset” within the meaning of Article 8 of the UCC, (ii) it shall act as a “securities intermediary” (as defined in Article 8 of the UCC) with respect to each Trust Account which is a “securities account” and a “bank” (as defined in Article 9 of the UCC) with respect to each Trust Account that is a “deposit account” (as defined in Article 9 of the UCC), and (iii) each Trust Account is either a “securities account” or a “deposit account.” (b) Except as otherwise provided in the Series Supplement, funds on deposit in the Trust Accounts shall be invested by the Administrator (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Master Servicer (pursuant to standing instructions or otherwise) which absent any instruction shall be the investments specified in clause (d) of the definition of Eligible Investments set forth herein. Unless otherwise agreed in writing by the Rating Agencies, funds on deposit in any Trust Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Distribution Date. Funds deposited in a Trust Account on the day immediately preceding a Distribution Date and representing the proceeds of Eligible Investments are required to be held overnight in an Eligible Deposit Account and shall be included in Available Funds (as defined in the Series Supplement) for the succeeding Distribution Date. All Eligible Investments will be held to maturity. (c) All investment earnings of monies deposited in the Trust Accounts shall be deposited (or caused to be deposited) by the Administrator in the 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 Collection Account; provided. The Master Servicer will not direct the Administrator 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, howeverin either case without any further action by any Person, that so long as and, in connection with any direction to the Administrator, to make any such investment, if necessary, the Master Servicer shall deliver to the Administrator and the Indenture Trustee an Opinion of Counsel to such effect. (d) The Administrator 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 Administrator’s negligence or bad faith. (e) If (i) the long-term unsecured debt of the related depository institution Master Servicer shall have a credit rating of failed to give investment grade directions for any funds on deposit in the Trust Accounts to the Administrator by 2:00 p.m. Eastern Time (or better such other time as may be agreed by a nationally recognized statistical rating organization, the Issuer and the Administrator) on any Business Day; or (ii) such depository institution’s deposits an Event of Default shall have occurred and be continuing, the Administrator 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 insured by the FDIC, such account shall be deemed to be an Eligible Deposit Accountdistributed to Securityholders other than on a Distribution Date, investments shall mature on the Business Day preceding any such proposed date of distribution. (bf) The Trust Administrator shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account Trust Accounts and in all proceeds thereofthereof and all such funds, investments, proceeds and income shall be part of the Series Trust Estate. Except as otherwise expressly provided herein, the Certificate Distribution Account Trust Accounts shall be under the sole dominion and control of the Owner Trustee Administrator for the benefit of the CertificateholderSecured Parties. If, at any time, the Certificate Distribution any Trust Account ceases to be an Eligible Deposit Account, the Certificate Paying Agent Administrator (or the Master Servicer on its behalf) shall within ten (10) five Business Days (or such longer period as to which each Rating Agency may consent) establish a new Certificate Distribution Trust Account as an Eligible Deposit Account and shall transfer any cash or and/or any investments to such new Certificate Distribution Trust Account; provided. In connection with the foregoing, howeverthe Master Servicer agrees that, in the event that so long as (i) the long-term unsecured debt any of the related depository institution Trust Accounts are not accounts with the Administrator, the Master Servicer shall have a credit rating notify the Administrator in writing promptly upon any of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed Trust Accounts ceasing to be an Eligible Deposit Account. The Master Servicer may net against any deposits required to be made to the Collection Account on the Business Day before any Determination Date amounts that the Seller, as Certificateholder or otherwise, is entitled to receive as distributions from the Collection Account on the related Distribution Date.

Establishment of Trust Accounts. (a) The Owner Trustee, for the benefit of the CertificateholderCertificateholder[s], shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account (the “Certificate Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderCertificateholder[s]. The Certificate Distribution Account shall be maintained as an Eligible Deposit Account; provided, however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Account. (b) The Trust shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the CertificateholderCertificateholder[s]. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Certificate Paying Agent shall within ten (10) Business Days establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash or any investments to such new Certificate Distribution Account; provided, however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Account.

Establishment of Trust Accounts. (ai) The Owner TrusteeTrust Collateral Agent, on behalf of the Noteholders and the Insurer, shall establish and maintain in its own name an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust Collateral Agent, in trust, on behalf of the Noteholders and the Insurer. The Collection Account shall initially be established with the Trust Collateral Agent. (ii) The Trust Collateral Agent, on behalf of the Noteholders, shall cause the Certificate Paying Agent to establish and maintain in the its own name of the Trust a distribution non-interest bearing account an Eligible Deposit Account (the “Certificate Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust Collateral Agent, in trust, on behalf of the Noteholders and the Insurer. The Certificate Note Distribution Account shall initially be maintained as an Eligible Deposit Account; provided, however, that so long as (i) established with the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit AccountTrust Collateral Agent. (b) Funds on deposit in the Collection Account and the Note Distribution Account (collectively, the “Trust Accounts”) shall be invested by the Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer (pursuant to standing instructions or otherwise). All such Eligible Investments shall be held by or on behalf of the Trust Collateral Agent for the benefit of the Noteholders and the Insurer, as applicable. Other than as permitted by the Rating Agencies and the Insurer, funds on deposit in any Trust Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Distribution Date. Funds deposited in a Trust Account on the day immediately preceding a Distribution Date upon the maturity of any Eligible Investments are 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), pursuant to the monthly Servicer’s Certificate, on each Distribution Date 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 Trust 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 (d) of the definition of Eligible Investments; provided that the Trust Collateral Agent shall not be liable for any loss or absence of income resulting from such investments. (i) The Trust Collateral Agent shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account Trust Accounts and in all proceeds thereofthereof for the benefit of the Noteholders and the Insurer and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. Except as otherwise expressly provided herein, the Certificate Distribution Account Trust Accounts shall be under the sole dominion and control of the Owner Trustee Trust Collateral Agent for the benefit of the CertificateholderNoteholders, as the case may be, and the Insurer. If, at any time, any of the Certificate Distribution Account Trust Accounts ceases to be an Eligible Deposit Account, the Certificate Paying Trust Collateral Agent (or the Servicer on its behalf) shall within ten (10) five Business Days (or such longer period as to which each Rating Agency and the Insurer may consent) establish a new Certificate Distribution Trust Account as an Eligible Deposit Account and shall transfer any cash or and/or any investments to such new Certificate Distribution Trust Account; provided. In connection with the foregoing, howeverthe Servicer agrees that, in the event that so long as (i) the long-term unsecured debt any of the related depository institution Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall have a credit rating notify the Trust Collateral Agent in writing promptly upon any of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed Trust Accounts ceasing to be an Eligible Deposit Account. (ii) With respect to the Trust Account Property: (A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts; and, except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Trust Collateral Agent, and the Trust Collateral Agent shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes Physical Property shall be delivered to the Trust Collateral Agent in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Trust Collateral Agent or a 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 is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (C) above shall be delivered to the Trust Collateral Agent in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Trust Collateral Agent, pending maturity or disposition, through continued registration of the Trust Collateral Agent’s (or its nominee’s) ownership of such security.

Establishment of Trust Accounts. (a) The Owner TrusteeIssuer, for the benefit of the CertificateholderNoteholders, shall cause the Certificate Paying Agent Servicer to establish and maintain in the name of the Trust a distribution Indenture Trustee three non-interest bearing account Eligible Accounts (respectively, the “Certificate 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 CertificateholderIndenture Trustee on behalf of the Noteholders. The Certificate Distribution Account Trust Accounts shall be maintained as an Eligible Deposit Account; provided, however, that so long as (i) under the long-term unsecured debt sole dominion and control of the related depository institution shall have a credit rating Indenture Trustee for the benefit of investment grade or better by a nationally recognized statistical rating organizationthe Noteholders. If, and (ii) such depository institution’s deposits are insured by the FDICat any time, such account shall be deemed any Trust Account ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within ten Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Eligible Account as a replacement Trust Account and shall transfer any cash and/or any investments from the account that is no longer an Eligible Account to the new Trust Account. (b) Funds on deposit in the Collection Account and the Principal Distribution Account shall be invested in Permitted Investments selected by the Servicer in writing and if no such investment directions are provided, the related funds will remain uninvested, which investments must mature on the Business Day prior to the Payment Date in the Collection Period following the Collection Period during which the investment was made (unless the related Permitted Investment is one for which the Indenture Trustee or an Affiliate is the manager of such fund, in which case such investments may mature on such Payment Date). Funds on deposit in the Reserve Account may not be invested. The Trust Servicer shall provide written notice to the Indenture Trustee promptly if any investment in the Collection Account and the Principal Distribution Account ceases to be a Permitted Investment, and such notification shall include an instruction to the Indenture Trustee to withdraw the funds from the ineligible investment and to invest such funds in another Permitted Investment. No Permitted Investment may be purchased at a premium. Amounts invested in Permitted Investments may not be converted into cash, sold or otherwise disposed of other than (i) upon maturity of the related investment, (ii) upon the date the related investment no longer meets the criteria of a Permitted Investment or (iii) on the Payment Date immediately following the date of such investment, 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 in the Collection Account and the Principal Distribution Account shall be treated as Available Collections. Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Issuer 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 securities held hereunder, and, in general, to exercise 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. The Indenture Trustee shall have no liability for any losses on any investments of the amounts on deposit in the Collection Account and the Principal Distribution Account. (i) The Indenture Trustee shall possess all right, title and interest in all funds and investment property on deposit from time to time in or credited to the Certificate Distribution Account Trust Accounts and in all proceeds thereof. Except thereof (including all income thereon) and all such funds, investment property, proceeds and income shall be part of the assets of the Issuer, except as otherwise expressly provided set forth herein. (ii) With respect to the Trust Account Property, the Certificate Distribution Indenture Trustee agrees, by its acceptance hereof, that any Trust Property: (A) that is held in deposit accounts shall be held solely in the Eligible Accounts, subject to the last sentence of Section 5.01(c)(i); and each such Eligible Account shall be under subject to the sole dominion exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) that constitutes Physical Property shall be delivered to the Indenture Trustee in accordance with clause (i) of the definition of the term “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a Securities Intermediary acting solely for the Indenture Trustee; (C) that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with clause (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; (D) that is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (C) above shall be delivered to the Indenture Trustee in accordance with clause (iii) of the definition of the term “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its nominee’s) ownership of such security; and (E) that is a Security Entitlement shall be delivered in accordance with clause (iv) of the definition of the term “Delivery” and shall be held pending maturity or disposition by the Indenture Trustee or a securities intermediary acting solely for the Indenture Trustee. (iii) The Servicer shall have the power (which power shall be revocable by the Indenture Trustee, or by the 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 benefit purpose of withdrawing any amounts deposited in error into the Trust Accounts and withdrawing therefrom amounts that the Servicer is authorized to withdraw in accordance with Section 5.04(a) hereof and Section 5.04 of the Certificateholder. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Certificate Paying Agent shall within ten (10) Business Days establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash or any investments to such new Certificate Distribution Account; provided, however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit AccountIndenture.

Establishment of Trust Accounts. (ai) The Owner TrusteeTrust Collateral Agent, on behalf of the Noteholders and the Insurer, shall establish and maintain in its own name an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust Collateral Agent, in trust, on behalf of the Noteholders and the Insurer. The Collection Account shall initially be established with the Trust Collateral Agent. (ii) The Trust Collateral Agent, on behalf of the Noteholders, shall cause the Certificate Paying Agent to establish and maintain in the its own name of the Trust a distribution non-interest bearing account an Eligible Deposit Account (the “Certificate Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust Collateral Agent, in trust, on behalf of the Noteholders and the Insurer. The Certificate Note Distribution Account shall initially be maintained as an Eligible Deposit Account; provided, however, that so long as (i) established with the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit AccountTrust Collateral Agent. (b) Funds on deposit in the Collection Account and the Note Distribution Account (collectively, the “Trust Accounts”) shall be invested by the Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer (pursuant to standing instructions or otherwise). All such Eligible Investments shall be held by or on behalf of the Trust Collateral Agent for the benefit of the Noteholders and the Insurer, as applicable. Other than as permitted by the Rating Agencies and the Insurer, funds on deposit in any Trust Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Distribution Date. Funds deposited in a Trust Account on the day immediately preceding a Distribution Date upon the maturity of any Eligible Investments are 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), pursuant to the monthly Servicer’s Certificate, on each Distribution Date 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 (d) of the definition of Eligible Investments; provided that the Trust Collateral Agent shall not be liable for any loss or absence of income resulting from such investments. (i) The Trust Collateral Agent shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account Trust Accounts and in all proceeds thereofthereof for the benefit of the Noteholders and the Insurer and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. Except as otherwise expressly provided herein, the Certificate Distribution Account Trust Accounts shall be under the sole dominion and control of the Owner Trustee Trust Collateral Agent for the benefit of the CertificateholderNoteholders, as the case may be, and the Insurer. If, at any time, any of the Certificate Distribution Account Trust Accounts ceases to be an Eligible Deposit Account, the Certificate Paying Trust Collateral Agent (or the Servicer on its behalf) shall within ten (10) five Business Days (or such longer period as to which each Rating Agency and the Insurer may consent) establish a new Certificate Distribution Trust Account as an Eligible Deposit Account and shall transfer any cash or and/or any investments to such new Certificate Distribution Trust Account; provided. In connection with the foregoing, howeverthe Servicer agrees that, in the event that so long as (i) the long-term unsecured debt any of the related depository institution Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall have a credit rating notify the Trust Collateral Agent in writing promptly upon any of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed Trust Accounts ceasing to be an Eligible Deposit Account. (ii) With respect to the Trust Account Property: (A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts; and, except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Trust Collateral Agent, and the Trust Collateral Agent shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes Physical Property shall be delivered to the Trust Collateral Agent in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Trust Collateral Agent or a 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 is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (C) above shall be delivered to the Trust Collateral Agent in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Trust Collateral Agent, pending maturity or disposition, through continued registration of the Trust Collateral Agent’s (or its nominee’s) ownership of such security.

Establishment of Trust Accounts. (ai) The Owner TrusteeAdministrator shall establish and maintain the Trust Accounts required to be established and maintained pursuant to the Series Supplement, and such Trust Accounts shall be subject to the sole dominion and control of the Administrator on behalf of the Indenture Trustee for the benefit of the Certificateholder, shall cause the Certificate Paying Agent to establish and maintain in the name of the Noteholders. (ii) No Trust a distribution non-interest bearing account (the “Certificate Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholder. The Certificate Distribution Account shall be maintained with an institution other than the Administrator unless such institution agrees in writing to the provisions of this Section 5.1 as if such institution were the Administrator, except that the Administrator shall continue to be the “entitlement holder” of the related Trust Account. (iii) With respect to any Trust Account Property held from time to time in any Trust Account, the Administrator agrees that (A) such Trust Account Property shall at all times be credited in the Administrator’s books and records to the relevant Trust Account, (B) any Eligible Investment constituting a deposit account shall be, except as otherwise provided herein, subject to the exclusive custody and control of the Administrator, and, if the Administrator is not the depositary bank with which such deposit account is maintained, the Administrator shall be the depositary bank’s customer with respect thereto, and (C) any Eligible Investment other than a deposit account shall be held, pending maturity or disposition by the Administrator, in accordance with the relevant terms of the definition of “Delivery.” The Administrator acknowledges and agrees that (i) each item of property (whether investment property, financial asset, security, instrument, cash or any other type of property) credited to a Trust Account that is a “securities account,” (as defined in Article 8 of the UCC) shall be treated as a “financial asset” within the meaning of Article 8 of the UCC, (ii) it shall act as a “securities intermediary” (as defined in Article 8 of the UCC) with respect to each Trust Account which is a “securities account” and a “bank” (as defined in Article 9 of the UCC) with respect to each Trust Account that is a “deposit account” (as defined in Article 9 of the UCC), and (iii) each Trust Account is either a “securities account” or a “deposit account.” (b) Except as otherwise provided in the Series Supplement, funds on deposit in the Trust Accounts shall be invested by the Administrator (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer (pursuant to standing instructions or otherwise) which absent any instruction shall be the investments specified in clause (d) of the definition of Eligible Investments set forth herein. Unless otherwise agreed in writing by the Rating Agencies, funds on deposit in any Trust Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Distribution Date. Funds deposited in a Trust Account on the day immediately preceding a Distribution Date and representing the proceeds of Eligible Investments are required to be held overnight in an Eligible Deposit Account and shall be included in Available Funds (as defined in the Series Supplement) for the succeeding Distribution Date. (c) All investment earnings of monies deposited in the Trust Accounts shall be deposited (or caused to be deposited) by the Administrator in the 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 Collection Account; provided. The Servicer will not direct the Administrator 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, howeverin either case without any further action by any Person, that so long as and, in connection with any direction to the Administrator, to make any such investment, if necessary, the Servicer shall deliver to the Administrator and the Indenture Trustee an Opinion of Counsel to such effect. (d) The Administrator 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 Administrator’s negligence or bad faith. (e) If (i) the long-term unsecured debt of the related depository institution Servicer shall have a credit rating of failed to give investment grade directions for any funds on deposit in the Trust Accounts to the Administrator by 2:00 p.m. Eastern Time (or better such other time as may be agreed by a nationally recognized statistical rating organization, the Issuer and the Administrator) on any Business Day; or (ii) such depository institution’s deposits an Event of Default shall have occurred and be continuing, the Administrator 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 insured by the FDIC, such account shall be deemed to be an Eligible Deposit Accountdistributed to Securityholders other than on a Distribution Date, investments shall mature on the Business Day preceding any such proposed date of distribution. (bf) The Trust Administrator shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account Trust Accounts and in all proceeds thereofthereof and all such funds, investments, proceeds and income shall be part of the Series Trust Estate. Except as otherwise expressly provided herein, the Certificate Distribution Account Trust Accounts shall be under the sole dominion and control of the Owner Trustee Administrator for the benefit of the CertificateholderSecured Parties. If, at any time, the Certificate Distribution any Trust Account ceases to be an Eligible Deposit Account, the Certificate Paying Agent Administrator (or the Servicer on its behalf) shall within ten (10) five Business Days (or such longer period as to which each Rating Agency may consent) establish a new Certificate Distribution Trust Account as an Eligible Deposit Account and shall transfer any cash or and/or any investments to such new Certificate Distribution Trust Account; provided. In connection with the foregoing, howeverthe Servicer agrees that, in the event that so long as (i) the long-term unsecured debt any of the related depository institution Trust Accounts are not accounts with the Administrator, the Servicer shall have a credit rating notify the Administrator in writing promptly upon any of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed Trust Accounts ceasing to be an Eligible Deposit Account. The Servicer may net against any deposits required to be made to the Collection Account on the Business Day before any Determination Date amounts that the Seller, as Certificateholder or otherwise, is entitled to receive as distributions from the Collection Account on the related Distribution Date.

Establishment of Trust Accounts. (a) The Owner Trustee, for the benefit of the Certificateholder, shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account (the “Certificate Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholder. The Certificate Distribution Account shall be maintained as an Eligible Deposit Account; provided, provided however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better acceptable to the Rating Agency, to the extent the institution is rated by a nationally recognized statistical rating organizationeach Rating Agency, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Account. (b) The Trust shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholder. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Certificate Paying Agent shall within ten (10) Business Days establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash or any investments to such new Certificate Distribution Account; provided, provided however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better acceptable to the Rating Agency, to the extent the institution is rated by a nationally recognized statistical rating organizationeach Rating Agency, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Account.

Establishment of Trust Accounts. (a) The Owner TrusteeOn the Closing Date and at such other times as specified herein, for the benefit Administrator shall establish the following Eligible Deposit Accounts as more fully described below: (i) a “Collection Account”; (ii) a “Reserve Account”; (iii) a “Capitalized Interest Account”; (iv) 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 each account specified in Section 2.3(a) above (collectively, the “Trust Accounts” ) shall be invested by the Indenture Trustee (or any custodian or designated agent with respect to any amounts on deposit in such accounts) in Eligible Investments (including Eligible Investments of the Certificateholder, shall cause Indenture Trustee) pursuant to written instructions by the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account (the “Certificate Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholder. The Certificate Distribution Account shall be maintained as an Eligible Deposit AccountAdministrator; provided, however, it is understood and agreed that so long as 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 (ior by any custodian on behalf of) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Account. (b) The Trust shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Indenture Trustee for the benefit of the Certificateholder. IfIssuer; provided that: (i) on or before the Business Day preceding each Distribution Date (or on or before that Distribution Date, at any timein the case of investments in money market accounts), all interest and other investment income (net of losses and investment expenses) on funds on deposit in each Trust Account (other than the Certificate Distribution Account ceases to Borrower Benefit Account) shall be an Eligible Deposit Account, deposited into the Certificate Paying Agent shall within ten (10) Business Days establish a new Certificate Distribution Account as an Eligible Deposit Collection Account and shall transfer any cash or any investments to be included as a part of Available Funds for such new Certificate Distribution AccountDate; provided, however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and and (ii) such depository institution’s deposits are insured 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 Section 2.10(f) of this Agreement. Other than as described in the following proviso or as otherwise permitted by the FDICRating Agencies then rating the Notes, funds on deposit in the Trust Accounts shall only be invested in Eligible Investments that will mature so that such account shall funds will be deemed to be an Eligible Deposit Account.available at the close of business on the Business Day preceding the following Distribution Date; provided,

Establishment of Trust Accounts. (a) The Owner TrusteeOn the Closing Date and at such other times as specified herein, for the benefit Administrator shall establish the following Eligible Deposit Accounts as more fully described below: (i) a “Collection Account”; (ii) a “Reserve Account”; (iii) a “Capitalized Interest Account”; (iv) 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 each account specified in Section 2.3(a) above (collectively, the “Trust Accounts” ) shall be invested by the Indenture Trustee (or any custodian or designated agent with respect to any amounts on deposit in such accounts) in Eligible Investments (including Eligible Investments of the Certificateholder, shall cause Indenture Trustee) pursuant to written instructions by the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account (the “Certificate Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholder. The Certificate Distribution Account shall be maintained as an Eligible Deposit AccountAdministrator; provided, however, it is understood and agreed that so long as 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 (ior by any custodian on behalf of) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Account. (b) The Trust shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Indenture Trustee for the benefit of the Certificateholder. IfIssuer; provided that: (i) on or before the Business Day preceding each Distribution Date (or on or before that Distribution Date, at any timein the case of investments in money market accounts), all interest and other investment income (net of losses and investment expenses) on funds on deposit in each Trust Account (other than the Certificate Distribution Account ceases to Borrower Benefit Account) shall be an Eligible Deposit Account, deposited into the Certificate Paying Agent shall within ten (10) Business Days establish a new Certificate Distribution Account as an Eligible Deposit Collection Account and shall transfer any cash or any investments to be included as a part of Available Funds for such new Certificate Distribution AccountDate; provided, however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and and (ii) such depository institution’s deposits are insured 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 Section 2.10(f) of this Agreement. Other than as described in the following proviso or as otherwise permitted by the FDICRating Agencies, funds on deposit in the Trust Accounts shall only be invested in Eligible Investments that will mature so that such account shall funds will be deemed available at the close of business on the Business Day preceding the following Monthly Allocation Date (to be an Eligible Deposit Account.the extent such funds are needed to pay the Primary Servicing Fee on such date) or the following Distribution Date (with respect to all other amounts); provided,

Establishment of Trust Accounts. (a) The Servicer on behalf of the Owner Trustee, Trustee and the Indenture Trustee shall establish the Collection Account and Payahead Account in the name of the Indenture Trustee for the benefit of the CertificateholderSecurityholders. Except as otherwise provided in this Agreement, each such account shall be an account initially established with the Indenture Trustee and maintained with the Indenture Trustee so long as (i) the commercial paper or other short-term unsecured debt obligations of the Indenture Trustee are rated "P-1" or better by Moody's, or if not rated by Moody's then otherwise approved by Moody's, and "A-1+" or better by Standard & Poor's if rated by Standard & Poor's, or if not rated by Standard & Poor's then otherwise approved by Standard & Poor's, in each case at the time of any deposit therein, or (ii) such account is a segregated trust account located in the corporate trust department of the Indenture Trustee bearing a designation clearly indicating that the funds deposited therein (other than interest or investment earnings thereon) are held in trust for the benefit of the Securityholders, and the Indenture Trustee has a long-term deposit rating from Moody's (so long as Xxxxx'x is a Rating Agency) of at least "A1" (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and is organized under the laws of the United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee no longer meets either of the foregoing requirements, then the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Collection Account and Payahead Account to be moved to a bank or trust company that satisfies either of such requirements. (b) For so long as the depository institution or trust company then maintaining the Collection Account and Payahead Account meets the requirements of Section 5.01(a)(i) or (a)(ii), all amounts held in these accounts shall, to the extent permitted by applicable laws, rules and regulations, be invested, as directed in writing by the Servicer, in Eligible Investments; otherwise such amounts shall be maintained in cash. Earnings on investment of funds in these accounts (net of losses and investment expenses) shall be paid to the Servicer on each Distribution Date as servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related account. (c) For so long as o is the Relevant Trustee, the Accounts shall be maintained with o as described in clause (ii) of the second sentence of Section 5.01(a). In the event that the long-term debt rating of the Relevant Trustee does not satisfy clause (ii) of the second sentence of Section 5.01(a), the Servicer shall, with the assistance of the Relevant Trustee as necessary, cause the Collection Account and the Payahead Account to be moved to an institution or an account otherwise satisfying the requirements of Section 5.01(a). (d) Subject to the foregoing, the Servicer, on behalf of the Owner Trustee and the Indenture Trustee, shall cause the Certificate Paying Agent to establish and maintain as the Collection Account an Eligible Deposit Account in the name of and under the Trust a distribution non-interest bearing account (exclusive control of the “Certificate Distribution Account”)Indenture Trustee, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholder. On the Closing Date, the Owner Trustee will transfer, or cause to be transferred, to such Collection Account all funds or investments on deposit in the Collection Account established pursuant to the Trust Agreement for the benefit of the Certificateholder, and all of the proceeds thereof, and will transfer all of its right, title and interest in the Collection Account, all funds or investments held or to be held therein and all proceeds thereof, whether or not on behalf of the Certificateholder, to the Indenture Trustee for the benefit of the Noteholders and Certificateholder. The Certificate Indenture Trustee will be obligated to transfer all amounts remaining on deposit in the Collection Account on the Distribution Date on which the Notes of all Classes have been paid in full (or substantially all of the Trust Estate is otherwise released from the lien of the Indenture) to the Collection Account shall established pursuant to the Trust Agreement for the benefit of the Certificateholder, and to take all necessary or appropriate actions to transfer all of its right, title and interest in the Collection Account, all funds or investments held or to be maintained as an Eligible Deposit Account; providedheld therein and all proceeds thereof, howeverwhether or not on behalf of the Noteholders and the Certificateholder, to the Owner Trustee for the benefit of the Certificateholder, subject to the limitations set forth in the Indenture with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Distribution Date. (e) With respect to the Collection Account and all property held therein, the Owner Trustee agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as (i) Notes of any Class remain outstanding, the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Account. (b) The Trust Indenture Trustee shall possess all right, title and interest in all funds on deposit from time therein (excluding interest or investment income thereon payable to time in the Certificate Distribution Account Servicer), and in all proceeds thereof. Except as otherwise expressly provided herein, the Certificate Distribution Account that such account shall be under the sole dominion and control of the Owner Indenture Trustee for the benefit of the Noteholders and the Certificateholder, as the case may be, as set forth in the Indenture. IfSubject to the right of the Indenture Trustee to make withdrawals therefrom, at any timeas directed by the Servicer, for the purposes and in the amounts set forth in Section 5.06, the Certificate Distribution Payahead Account ceases to and all funds held therein shall be an Eligible Deposit the property of the Servicer and not the property of the Issuer, the Owner Trustee or the Indenture Trustee. The Issuer, Owner Trustee, Seller and Indenture Trustee will treat the Payahead Account, all funds therein and all net investment income with respect thereto as assets of the Certificate Paying Agent Servicer for federal income tax and all other purposes. The parties hereto agree that the Servicer shall within ten (10) Business Days establish a new Certificate Distribution Account as an Eligible Deposit have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account and shall transfer any cash the Payahead Account for the purpose of permitting the Servicer, Indenture Trustee or any investments the Owner Trustee to such new Certificate Distribution Account; providedcarry out its respective duties hereunder or under the Indenture or the Trust Agreement, however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Accountcase may be.

Establishment of Trust Accounts. (ai) The Owner TrusteeServicer, for the benefit of the CertificateholderNoteholders, each Swap Counterparty and the Certificateholders, shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account Indenture Trustee an Eligible Securities Account (the “Certificate Distribution "Collection Account”"), bearing a designation clearly indicating that which is U.S. Bank National Association Account # 123072001 as of the funds deposited therein are held Closing Date. The Indenture Trustee shall establish and maintain an administrative subaccount within the Collection Account for the benefit of the Certificateholder. Noteholders, each Swap Counterparty and the Certificateholders (the "Principal Distribution Account"), which is U.S. Bank National Association Account # 123072002 as of the Closing Date. (ii) The Certificate Servicer, for the benefit of the Noteholders, each Swap Counterparty and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Securities Account (the "Reserve Account"), which is U.S. Bank National Association Account # 123072003 as of the Closing Date. (b) Funds on deposit in the Collection Account (including the Principal Distribution Account) and the Reserve Account (collectively, the "Trust Accounts") shall be maintained invested by the Indenture Trustee in Eligible Investments selected by the Servicer; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for any loss arising from such investment in Eligible Investments (other than losses from nonpayment of investments in obligations of the institution acting as an Indenture Trustee). All such Eligible Deposit AccountInvestments shall be held by the Indenture Trustee for the benefit of the applicable Noteholders, each Swap Counterparty and, if applicable, the Certificateholders. Other than as permitted by the Rating Agencies, funds credited to or on deposit in the Trust Accounts shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Transfer Date preceding the immediately following Distribution Date; provided, however, that funds credited to or on deposit in Trust Accounts may be invested in Eligible Investments of the Indenture Trustee which may mature so long as that such funds will be available on the Distribution Date. Funds credited to or deposited in a Trust Account on a Transfer Date which immediately precedes a Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight, but if so invested, such investments must meet the conditions of the immediately preceding sentence. (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Account. (b) The Trust shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Certificate Distribution Account Accounts shall be under the sole dominion and control of the Owner Trustee for the benefit of the CertificateholderIndenture Trustee. If, at any time, any of the Certificate Distribution Account Trust Accounts ceases to be an Eligible Deposit Securities Account, the Certificate Paying Agent Indenture Trustee (or the Servicer on its behalf) shall within ten (10) 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Certificate Distribution Trust Account as an Eligible Deposit Securities Account and shall transfer any cash or any investments to such new Certificate Distribution Trust Account; provided, however, that so . So long as U.S. Bank National Association is an Eligible Institution, any Trust Account may be maintained with it as an Eligible Securities Account. (ii) With respect to the Trust Account Property, the Indenture Trustee and U.S. Bank National Association, as Securities Intermediary, agree, and each subsequent Securities Intermediary shall agree, by its acceptance hereof, that: (A) any Trust Account Property held in securities accounts shall be held solely in the Eligible Securities Accounts; and each such Eligible Securities Account shall be subject to the control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) all Trust Account Property shall be delivered to the Indenture Trustee by causing the financial institution then maintaining the related Trust Account (each such institution being referred to herein as a "Securities Intermediary") to indicate by book-entry that the financial asset related to such Trust Account Property has been credited to such Trust Account. Each Trust Account shall only be established at a financial institution which agrees (i) to comply with entitlement orders with respect to such Trust Account issued by the long-term unsecured debt Indenture Trustee without further consent of the related depository institution shall have a credit rating of investment grade Depositor, the Servicer or better by a nationally recognized statistical rating organization, the Issuing Entity and (ii) that each item of property credited to such depository institution’s deposits are insured Trust Account shall be treated as a financial asset, and the Securities Intermediary does hereby agree to the foregoing; and (C) Upon release of the lien of the Indenture Trustee under the Indenture in accordance with the terms thereof, each of the Trust Accounts shall be put in the name of the Issuing Entity and the Issuing Entity shall have all rights granted to the Indenture Trustee pursuant to this Agreement. (iii) The Servicer shall have the power, revocable by the FDICIndenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, such 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. (iv) The Indenture Trustee is hereby authorized to execute purchase and sales directed by the Servicer through the facilities of its own trading or capital markets operations. The Indenture Trustee shall send statements to the Servicer and the Issuing Entity monthly reflecting activity for each account shall be deemed created hereunder for the preceding month. Although the Issuing Entity recognizes that it may obtain a broker confirmation at no additional cost, the Issuing Entity hereby agrees that confirmations of investments are not required to be an Eligible Deposit Accountissued by the Indenture Trustee for each month in which a monthly statement is rendered. No statement need be rendered pursuant to the provision hereof if no activity occurred in the account for such month.

Establishment of Trust Accounts. (a) The Owner TrusteeOn the Closing Date and at such other times as specified herein, for the benefit Administrator shall establish the following Eligible Deposit Accounts as more fully described below: (i) a “Collection Account”; (ii) a “Reserve Account”; (iii) [a “Capitalized Interest Account”;] (iv) 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 each account specified in Section 2.3(a) above (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee (or any custodian or designated agent with respect to any amounts on deposit in such accounts) in Eligible Investments (including Eligible Investments of the Certificateholder, shall cause Indenture Trustee) pursuant to written instructions by the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account (the “Certificate Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholder. The Certificate Distribution Account shall be maintained as an Eligible Deposit AccountAdministrator; provided, however, it is understood and agreed that so long as 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 (ior by any custodian on behalf of) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Account. (b) The Trust shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Indenture Trustee for the benefit of the Certificateholder. IfIssuer; provided that: (i) on or before the Business Day preceding each Distribution Date (or on or before that Distribution Date, at any timein the case of investments in money market accounts), all interest and other investment income (net of losses and investment expenses) on funds on deposit in each Trust Account (other than the Certificate Distribution Account ceases to Borrower Benefit Account) shall be an Eligible Deposit Account, deposited into the Certificate Paying Agent shall within ten (10) Business Days establish a new Certificate Distribution Account as an Eligible Deposit Collection Account and shall transfer any cash or any investments to be included as a part of Available Funds for such new Certificate Distribution AccountDate; provided, however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and and (ii) such depository institution’s deposits are insured 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 Section 2.10(f) of this Agreement. Other than as described in the following proviso or as otherwise permitted by the FDICRating Agencies, then rating the Notes, funds on deposit in the Trust Accounts shall only be invested in Eligible Investments that will mature so that such account shall funds will be deemed to be an Eligible Deposit Account.available at the close of business on the Business Day preceding the following Distribution Date deposit; provided,

Establishment of Trust Accounts. (a1) The Owner TrusteeServicer, for the benefit of the CertificateholderCertificateholders, shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account Trustee an Eligible Deposit Account (the “Certificate Distribution "Collection Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholder. Certificateholders. (2) The Certificate Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee a non-interest bearing account (the "Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders. (b) Funds on deposit in the Collection Account shall be maintained as an invested by the Trustee in Eligible Deposit AccountInvestments selected in writing by the Servicer (pursuant to standing instructions or otherwise); provided, however, that so long as (i) it is understood and agreed that the long-term unsecured debt of the related depository institution Trustee shall have a credit rating of not be liable for any loss arising from such investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an in Eligible Deposit Account. (b) The Trust shall possess all right, title and interest in all funds Investments. Investment Earnings on deposit from time to time Eligible Investments held in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Certificate Distribution Collection Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the CertificateholderServicer and shall be distributed on each Distribution Date to the Servicer. IfUnless otherwise permitted by the Rating Agencies, funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature (1) not later than the Business Day immediately preceding the next Distribution Date or (2) on such next Distribution Date if such investment is held in the trust department of the institution with which the Collection Account and is then maintained and is invested in a time deposit that is rated at least A-1 Standard & Poor's and P-1 by Xxxxx'x. Funds deposited in the Collection Account upon the maturity of any Eligible Investments on the day immediately preceding a Distribution Date are not required to be invested overnight. If at any time, time the Certificate Distribution Collection Account ceases to be an Eligible Deposit Account, the Certificate Paying Agent shall Trustee (or the Servicer on its behalf) shall, within ten (10) 10 Business Days (or such longer period, not to exceed 30 calendar days, to which each Rating Agency shall consent), establish a new Certificate Distribution Collection Account as an Eligible Deposit Account and shall transfer any cash or any and/or investments to such new Certificate account. (1) The Servicer shall establish and maintain with the Trustee an Eligible Deposit Account (the "Payahead Account"). The Payahead Account shall not be property of the Trust. (2) The Servicer shall, on or prior to each Distribution Date (and prior to deposits to the Distribution Account; provided) transfer from the Collection Account to the Payahead Account all Payaheads as described in Section 5.02 received by the Servicer during the related Collection Period. Notwithstanding the foregoing and the first sentence of Section 5.01, however, that for so long as the Servicer is permitted to make monthly remittances to the Collection Account pursuant to Section 5.01, Payaheads need not be remitted to and deposited in the Payahead Account, but instead may be remitted to and held by the Servicer. So long as such condition is met, the Servicer shall not be required to segregate or otherwise hold separate any Payaheads remitted to the Servicer as aforesaid, but shall be required to remit Payaheads to the Collection Account in accordance with Section 5.05(a). (i1) Except as otherwise provided herein, the long-term unsecured debt accounts established and maintained pursuant to this Article IV shall be under the sole dominion and control of the related depository institution Trustee for the benefit of the Certificateholders. With respect to any Account Property, the Trustee agrees, by its acceptance hereof, that: (A) Any Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts (subject to the last sentence of Section 4.01(b)); and, except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Trustee, and the Trustee shall have a credit rating sole signature authority with respect thereto; (B) Any Account Property that constitutes Physical Property shall be delivered to the Trustee in accordance with paragraph (a) of investment grade the definition of "Delivery" and shall be held, pending maturity or better by a nationally recognized statistical rating organizationdisposition, and (ii) such depository institution’s deposits are insured solely by the FDIC, Trustee or a financial intermediary (as such account term is defined in Section 8- 313(4) of the UCC) acting solely for the Trustee; (C) Any Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be deemed 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 Account Property as described in such paragraph; and (D) Any Account Property that is an "uncertificated security" under Article 8 of the UCC and that is not governed by clause (C) above shall be delivered to the Trustee in accordance with paragraph (c) of the definition of "Delivery" and shall be an Eligible Deposit Accountmaintained by the Trustee, pending maturity or disposition, through continued registration of the Trustee's (or its custodian's or its nominee's) ownership of such security. (2) The Servicer shall have the power, revocable by the Trustee, to instruct the 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.

Establishment of Trust Accounts. (a) (i) The Owner Trustee, for the benefit of the Certificateholder, Administrator shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account (Accounts required to be established and maintained pursuant to the “Certificate Distribution Account”)Series Supplement, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholder. The Certificate Distribution Account and such Trust Accounts shall be maintained as an Eligible Deposit Account; provided, however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed subject to be an Eligible Deposit Account. (b) The Trust shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Administrator on behalf of the Indenture Trustee for the benefit of the Certificateholder. IfNoteholders. (ii) No Trust Account shall be maintained with an institution other than the Administrator unless such institution agrees in writing to the provisions of this Section 5.1 as if such institution were the Administrator, at any time, except that the Certificate Distribution Account ceases Administrator shall continue to be an Eligible Deposit the “entitlement holder” of the related Trust Account. (iii) With respect to any Trust Account Property held from time to time in any Trust Account, the Certificate Paying Agent Administrator agrees that (A) such Trust Account Property shall within ten at all times be credited in the Administrator’s books and records to the relevant Trust Account, (10B) Business Days establish any Eligible Investment constituting a new Certificate Distribution Account deposit account shall be, except as an otherwise provided herein, subject to the exclusive custody and control of the Administrator, and, if the Administrator is not the depositary bank with which such deposit account is maintained, the Administrator shall be the depositary bank’s customer with respect thereto, and (C) any Eligible Deposit Account Investment other than a deposit account shall be held, pending maturity or disposition by the Administrator, in accordance with the relevant terms of the definition of “Delivery.” The Administrator acknowledges and shall transfer any agrees that (i) each item of property (whether investment property, financial asset, security, instrument, cash or any investments other type of property) credited to such new Certificate Distribution Account; provided, however, a Trust Account that so long is a “securities account,” (as (i) the long-term unsecured debt defined in Article 8 of the related depository institution UCC) shall have be treated as a credit rating “financial asset” within the meaning of investment grade or better by Article 8 of the UCC, (ii) it shall act as a nationally recognized statistical rating organization“securities intermediary” (as defined in Article 8 of the UCC) with respect to each Trust Account which is a “securities account” and a “bank” (as defined in Article 9 of the UCC) with respect to each Trust Account that is a “deposit account” (as defined in Article 9 of the UCC), and (iiiii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Accounteach Trust Account is either a “securities account” or a “deposit account.”

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) a “Collection Account”; (ii) a “Reserve Account”; (iii) a “Capitalized Interest Account”; and (iv) an “Add-On Consolidation Loan Account.” (b) Funds on deposit in each account specified in Section 2.3(a) above (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee (or any custodian or designated agent with respect to any amounts on deposit in such accounts) in Eligible Investments (including Eligible Investments of the Indenture Trustee) pursuant to written instructions by the Administrator; 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 by any custodian on behalf of) the Indenture Trustee for the benefit of the Issuer; provided that on the Business Day preceding each Distribution Date, all interest and other investment income (net of losses and investment expenses) on funds on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Available Funds for such Distribution Date. Other than as described in the following proviso or as otherwise permitted by the Rating Agencies, funds on deposit in the Trust Accounts shall only be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day preceding the following Monthly Servicing Payment Date (to the extent necessary to pay the Master Servicing Fee payable on such date) or the following Distribution Date provided, that all funds on deposit in the Add-On Consolidation Loan Account shall be invested only in Eligible Investments that are demand deposits or are overnight investments. Funds deposited in a Trust Account on a Business Day which immediately precedes a Monthly Servicing Payment Date or Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight. (c) The Owner Depositor and the Issuer pledged to the Indenture Trustee all of their respective 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. Subject to the Administrator’s power to instruct the Indenture Trustee pursuant to Section 2.3(b) above and Section 2.3(e) below, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Issuer. If, at any time, any Trust Account ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Administrator on its behalf) agrees, by its acceptance hereto, that it 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 to such new Trust Account. In connection with the foregoing, the Administrator agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture Trustee, the Administrator shall notify the Indenture Trustee in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (d) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (i) 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 2.3(c) and, subject to Section 2.3(b), 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; (ii) any Trust Account Property that constitutes Physical Property shall be Delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a Securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee; (iii) 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 Indenture Trustee, pending maturity or disposition, through continuous book-entry registration of such Trust Account Property as described in such paragraph; and (iv) any Trust Account Property that is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (iii) above shall be Delivered to the Indenture Trustee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its nominee’s) ownership of such security. Notwithstanding anything to the contrary set forth in this Section 2.3(d), the Indenture Trustee shall have no liability or obligation in respect of any failed Delivery, as contemplated herein, other than with respect to a Delivery which fails as a result of any action or inaction on behalf of the Indenture Trustee. (e) The Administrator shall have the power, revocable for cause or upon the occurrence and during the continuance of an Administrator Default by the Indenture Trustee or by the Eligible Lender Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee or the Paying Agent to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Master Servicer, the sub-servicers, the Administrator or the Eligible Lender Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (f) On the Closing Date, the Administrator, for the benefit of the CertificateholderNoteholders and the Trust, shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account Indenture Trustee an Eligible Deposit Account (the “Certificate Distribution Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust. The Certificate Distribution Collection Account shall will initially be maintained established as an Eligible Deposit Account; provided, however, that so long as (i) a segregated trust account in the long-term unsecured debt name of the related depository institution Indenture Trustee with the corporate trust department of [_____________________________________]. [On the Closing Date, the Administrator shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by cause the FDIC, such account shall be deemed Trust to be an Eligible deposit the Collection Account Initial Deposit into the Collection Account.] (bg) The Trust shall possess all right, title and interest in all funds on deposit from time to time in On the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided hereinClosing Date, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee Administrator, for the benefit of the Certificateholder. IfNoteholders and the Trust, at any time, shall establish and maintain in the Certificate Distribution Account ceases to be an Eligible Deposit Account, name of the Certificate Paying Agent shall within ten (10) Business Days establish a new Certificate Distribution Account as Indenture Trustee an Eligible Deposit Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust. The Reserve Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of [_____________________________________]. On the Closing Date, the Administrator shall cause the Trust to deposit the Reserve Account Initial Deposit into the Reserve Account. (h) On the Closing Date, the Administrator, for the benefit of the Noteholders and the Trust, shall transfer any cash or any investments establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Capitalized Interest Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust. The Capitalized Interest Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of [_____________________________________]. On the Closing Date, the Administrator shall cause the Trust to such new Certificate Distribution deposit the Capitalized Interest Account Initial Deposit into the Capitalized Interest Account; provided, however, that so long as . (i) On the long-term unsecured debt Closing Date, the Administrator, for the benefit of the related depository institution Noteholders and the Trust, shall have a credit rating establish and maintain in the name of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be Indenture Trustee an Eligible Deposit Account (the “Add-On Consolidation Loan Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust. The Add-On Consolidation Loan Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of [_____________________________________]. On the Closing Date, the Administrator shall cause the Trust to deposit the Add-On Consolidation Loan Account Initial Deposit into the Add-On Consolidation Loan Account.

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) a “Collection Account”; and (ii) a “Reserve Account”; (b) Funds on deposit in each account specified in Section 2.3(a) above (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee (or any custodian or designated agent with respect to any amounts on deposit in such accounts) in Eligible Investments (including Eligible Investments of the Indenture Trustee) pursuant to written instructions by the Administrator; 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 by any custodian on behalf of) the Indenture Trustee for the benefit of the Issuer; provided that on the Business Day preceding each Distribution Date, all interest and other investment income (net of losses and investment expenses) on funds on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Available Funds for such Distribution Date. Other than as described in the following proviso or as otherwise permitted by the Rating Agencies, funds on deposit in the Trust Accounts shall only be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day preceding the following Monthly Servicing Payment Date (to the extent necessary to pay the Primary Servicing Fee payable on such date) or the following Distribution Date. Funds deposited in a Trust Account on a Business Day which immediately precedes a Monthly Servicing Payment Date or Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight. (c) The Owner Depositor and the Issuer pledged to the Indenture Trustee all of their respective 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. Subject to the Administrator’s power to instruct the Indenture Trustee pursuant to Section 2.3(b) above and Section 2.3(e) below, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Issuer. If, at any time, any Trust Account ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Administrator on its behalf) agrees, by its acceptance hereto, that it 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 to such new Trust Account. In connection with the foregoing, the Administrator agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture Trustee, the Administrator shall notify the Indenture Trustee in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (d) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (i) 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 2.3(c) and, subject to Section 2.3(b), 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; (ii) any Trust Account Property that constitutes Physical Property shall be Delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Indenture Trustee; (iii) 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 Indenture Trustee, pending maturity or disposition, through continuous book-entry registration of such Trust Account Property as described in such paragraph; and (iv) any Trust Account Property that is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (iii) above shall be Delivered to the Indenture Trustee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its nominee’s) ownership of such security. Notwithstanding anything to the contrary set forth in this Section 2.3(d), the Indenture Trustee shall have no liability or obligation in respect of any failed Delivery, as contemplated herein, other than with respect to a Delivery which fails as a result of any action or inaction on behalf of the Indenture Trustee. (e) The Administrator shall have the power, revocable for cause or upon the occurrence and during the continuance of an Administrator Default by the Indenture Trustee or by the Eligible Lender 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, the Administrator or the Eligible Lender Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (f) On the Closing Date, the Administrator, for the benefit of the CertificateholderNoteholders and the Trust, shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account Indenture Trustee an Eligible Deposit Account (the “Certificate Distribution Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust. The Certificate Distribution Collection Account shall will initially be maintained established as an Eligible Deposit Account; provided, however, that so long as (i) a segregated trust account in the long-term unsecured debt name of the related depository institution Indenture Trustee with the corporate trust department of Deutsche Bank Trust Company Americas. On the Closing Date, the Administrator shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by cause the FDIC, such account shall be deemed Trust to be an Eligible deposit the Collection Account Initial Deposit into the Collection Account. (bg) The Trust shall possess all right, title and interest in all funds on deposit from time to time in On the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided hereinClosing Date, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee Administrator, for the benefit of the Certificateholder. IfNoteholders and the Trust, at any time, shall establish and maintain in the Certificate Distribution Account ceases to be an Eligible Deposit Account, name of the Certificate Paying Agent shall within ten (10) Business Days establish a new Certificate Distribution Account as Indenture Trustee an Eligible Deposit Account and shall transfer any cash or any investments to such new Certificate Distribution (the “Reserve Account; provided”), however, bearing a designation clearly indicating that so long as (i) the long-term unsecured debt funds deposited therein are held for the benefit of the related depository institution Trust. The Reserve Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of Deutsche Bank Trust Company Americas. On the Closing Date, the Administrator shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by cause the FDIC, such account shall be deemed Trust to be an Eligible deposit the Reserve Account Initial Deposit into the Reserve Account.

Establishment of Trust Accounts. (a1) The Owner TrusteeServicer, for the benefit of the CertificateholderCertificateholders, shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account Trustee an Eligible Deposit Account (the “Certificate Distribution "Collection Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholder. Certificateholders. (2) The Certificate Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee a non-interest bearing account (the "Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders. (b) Funds on deposit in the Collection Account shall be maintained as an invested by the Trustee in Eligible Deposit AccountInvestments selected in writing by the Servicer (pursuant to standing instructions or otherwise); provided, however, that so long as (i) it is understood and agreed that the long-term unsecured debt of the related depository institution Trustee shall have a credit rating of not be liable for any loss arising from such investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an in Eligible Deposit Account. (b) The Trust shall possess all right, title and interest in all funds Investments. Investment Earnings on deposit from time to time Eligible Investments held in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Certificate Distribution Collection Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the CertificateholderServicer and shall be distributed on each Distribution Date to the Servicer. IfUnless otherwise permitted by the Rating Agencies, funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature (1) not later than the Business Day immediately preceding the next Distribution Date or (2) on such next Distribution Date if such investment is held in the trust department of the institution with which the Collection Account and is then maintained and is invested in a time deposit that is rated at least A-1 Standard & Poor's and P-1 by Moody's. Funds deposited in the Xxxxxxxion Account upon the maturity of any Eligible Investments on the day immediately preceding a Distribution Date are not required to be invested overnight. If at any time, time the Certificate Distribution Collection Account ceases to be an Eligible Deposit Account, the Certificate Paying Agent shall Trustee (or the Servicer on its behalf) shall, within ten (10) 10 Business Days (or such longer period, not to exceed 30 calendar days, to which each Rating Agency shall consent), establish a new Certificate Distribution Collection Account as an Eligible Deposit Account and shall transfer any cash or any and/or investments to such new Certificate account. (1) The Servicer shall establish and maintain with the Trustee an Eligible Deposit Account (the "Payahead Account"). The Payahead Account shall not be property of the Trust. (2) The Servicer shall, on or prior to each Distribution Date (and prior to deposits to the Distribution Account; provided) transfer from the Collection Account to the Payahead Account all Payaheads as described in Section 5.02 received by the Servicer during the related Collection Period. Notwithstanding the foregoing and the first sentence of Section 5.01, however, that for so long as the Servicer is permitted to make monthly remittances to the Collection Account pursuant to Section 5.01, Payaheads need not be remitted to and deposited in the Payahead Account, but instead may be remitted to and held by the Servicer. So long as such condition is met, the Servicer shall not be required to segregate or otherwise hold separate any Payaheads remitted to the Servicer as aforesaid, but shall be required to remit Payaheads to the Collection Account in accordance with Section 5.05(a). (i1) Except as otherwise provided herein, the long-term unsecured debt accounts established and maintained pursuant to this Article IV shall be under the sole dominion and control of the related depository institution Trustee for the benefit of the Certificateholders. With respect to any Account Property, the Trustee agrees, by its acceptance hereof, that: (A) Any Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts (subject to the last sentence of Section 4.01(b)); and, except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Trustee, and the Trustee shall have a credit rating sole signature authority with respect thereto; (B) Any Account Property that constitutes Physical Property shall be delivered to the Trustee in accordance with paragraph (a) of investment grade the definition of "Delivery" and shall be held, pending maturity or better by a nationally recognized statistical rating organizationdisposition, and (ii) such depository institution’s deposits are insured solely by the FDIC, Trustee or a financial intermediary (as such account term is defined in Section 8-313(4) of the UCC) acting solely for the Trustee; (C) Any Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be deemed 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 Account Property as described in such paragraph; and (D) Any Account Property that is an "uncertificated security" under Article 8 of the UCC and that is not governed by clause (C) above shall be delivered to the Trustee in accordance with paragraph (c) of the definition of "Delivery" and shall be an Eligible Deposit Accountmaintained by the Trustee, pending maturity or disposition, through continued registration of the Trustee's (or its custodian's or its nominee's) ownership of such security. (2) The Servicer shall have the power, revocable by the Trustee, to instruct the 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.

Establishment of Trust Accounts. (a) On or prior to 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) a “Collection Account”; (ii) a “Reserve Account”; (iii) a “Capitalized Interest Account”; and (iv) an “Add-On Consolidation Loan Account.” (b) Funds on deposit in each account specified in Section 2.3(a) above (collectively, the “Trust Accounts”) shall be invested by the Administrator (or any custodian or designated agent with respect to any amounts on deposit in such accounts) in Eligible Investments (including Eligible Investments of the Administrator); provided, however, it is understood and agreed that the Administrator 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 by any custodian on behalf of) the Administrator for the benefit of the Issuer; provided, that on or before the Business Day preceding each Distribution Date, all interest and other investment income (net of losses and investment expenses) on funds on deposit in each Trust Account shall be deposited into the Collection Account and shall be included in the Available Funds for such Distribution Date. Other than as described in the following proviso or as otherwise permitted by the Rating Agencies, funds on deposit in the Trust Accounts shall only be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day preceding the following Monthly Servicing Payment Date (to the extent necessary to pay the Primary Servicing Fee payable on such date) or the following Distribution Date (or on or before that Distribution Date or Monthly Servicing Payment Date in the case of amounts in money market accounts) or on such Business Day as necessary to reimburse the Servicer pursuant to Section 2.7(d); provided, that all funds on deposit in the Add-On Consolidation Loan Account shall be invested only in Eligible Investments that are demand deposits or are overnight investments. Funds deposited in a Trust Account on a Business Day which immediately precedes a Monthly Servicing Payment Date or Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight. (c) The Depositor and the Issuer pledged to the Indenture Trustee all of their respective 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. Subject to the Administrator’s power to instruct the Indenture Trustee pursuant to Section 2.3(b) above and Section 2.3(e) below, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Issuer. If, at any time, any Trust Account ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Administrator on its behalf) agrees, by its acceptance hereto, that it 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 to such new Trust Account. In connection with the foregoing, the Administrator agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture Trustee, the Administrator shall notify the Indenture Trustee in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (d) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (i) 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 2.3(c) and, subject to Section 2.3(b), each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Administrator on behalf of the Indenture Trustee, and the Indenture Trustee and the Paying Agent shall have sole signature authority with respect thereto; (ii) any Trust Account Property that constitutes Physical Property shall be Delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a securities intermediary (as such term is defined in Section 8-102(414) of the UCC) acting solely for the Indenture Trustee; (iii) 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 Indenture Trustee, pending maturity or disposition, through continuous book-entry registration of such Trust Account Property as described in such paragraph; and (iv) any Trust Account Property that is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (iii) above shall be Delivered to the Indenture Trustee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its nominee’s) ownership of such security. Notwithstanding anything to the contrary set forth in this Section 2.3(d), the Administrator shall have no liability or obligation in respect of any failed Delivery, as contemplated herein, other than with respect to a Delivery which fails as a result of any action or inaction on behalf of the Indenture Trustee. (e) The Administrator shall have the power, revocable for cause or upon the occurrence and during the continuance of an Administrator Default by the Indenture Trustee or by the 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, the Administrator or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (f) On or prior to the Closing Date, the Administrator, for the benefit of the CertificateholderNoteholders and the Trust, shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account Indenture Trustee an Eligible Deposit Account (the “Certificate Distribution Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust. The Certificate Distribution Collection Account shall will initially be maintained established as an Eligible Deposit Account; provided, however, that so long as (i) a segregated trust account in the long-term unsecured debt name of the related depository institution Indenture Trustee with the corporate trust department of Xxxxx Fargo Bank, N.A.. On the Closing Date, the Administrator shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by cause the FDIC, such account shall be deemed Trust to be an Eligible deposit the Collection Account Initial Deposit into the Collection Account. (bg) The Trust shall possess all right, title and interest in all funds on deposit from time On or prior to time in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided hereinClosing Date, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee Administrator, for the benefit of the Certificateholder. IfNoteholders and the Trust, at any time, shall establish and maintain in the Certificate Distribution Account ceases to be an Eligible Deposit Account, name of the Certificate Paying Agent shall within ten (10) Business Days establish a new Certificate Distribution Account as Indenture Trustee an Eligible Deposit Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust. The Reserve Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of Xxxxx Fargo Bank, N.A.. On the Closing Date, the Administrator shall cause the Trust to deposit the Reserve Account Initial Deposit into the Reserve Account. (h) On or prior to the Closing Date, the Administrator, for the benefit of the Noteholders and the Trust, shall transfer any cash or any investments establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Capitalized Interest Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust. The Capitalized Interest Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of Xxxxx Fargo Bank, N.A.. On the Closing Date, the Administrator shall cause the Trust to such new Certificate Distribution deposit the Capitalized Interest Account Initial Deposit into the Capitalized Interest Account; provided, however, that so long as . (i) On or prior to the long-term unsecured debt Closing Date, the Administrator, for the benefit of the related depository institution Noteholders and the Trust, shall have a credit rating establish and maintain in the name of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be Indenture Trustee an Eligible Deposit Account (the “Add-On Consolidation Loan Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust. The Add-On Consolidation Loan Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of Xxxxx Fargo Bank, N.A.. On the Closing Date, the Administrator shall cause the Trust to deposit the Add-On Consolidation Loan Account Initial Deposit into the Add-On Consolidation Loan Account.

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) a "Collection Account"; (ii) a "Reserve Account"; and (iii) a "Supplemental Purchase Account"; (b) Funds on deposit in each account specified in Section 2.3(a) above (collectively, the "Trust Accounts") shall be invested by the Indenture Trustee (or any custodian or designated agent with respect to any amounts on deposit in such accounts) in Eligible Investments (including Eligible Investments of the Indenture Trustee) pursuant to written instructions by the Administrator; 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 by any custodian on behalf of) the Indenture Trustee for the benefit of the Issuer; provided that on the Business Day preceding each Distribution Date, all interest and other investment income (net of losses and investment expenses) on funds on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Available Funds for such Distribution Date. Other than as described in the following proviso or as otherwise permitted by the Rating Agencies, funds on deposit in the Trust Accounts shall only be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day preceding the following Monthly Servicing Payment Date (to the extent necessary to pay the Primary Servicing Fee payable on such date) or the following Distribution Date provided, that funds on deposit in the Supplemental Purchase Account, if invested, shall be invested only in Eligible Investments that are scheduled to mature (or with respect to Eligible Investments under clause (g) of the definition of "Eligible Investments" are expected to mature) on or before the end of the Supplemental Purchase Period. Funds deposited in a Trust Account on a Business Day which immediately precedes a Monthly Servicing Payment Date or Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight. (c) The Owner Depositor and the Issuer pledged to the Indenture Trustee all of their respective 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. Subject to the Administrator's power to instruct the Indenture Trustee pursuant to Section 2.3(b) above and Section 2.3(e) below, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Issuer. If, at any time, any Trust Account ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Administrator on its behalf) agrees, by its acceptance hereto, that it 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 to such new Trust Account. In connection with the foregoing, the Administrator agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture Trustee, the Administrator shall notify the Indenture Trustee in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (d) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (i) 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 2.3(c) and, subject to Section 2.3(b), 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; (ii) any Trust Account Property that constitutes Physical Property shall be Delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of "Delivery" and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Indenture Trustee; (iii) 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 Indenture Trustee, pending maturity or disposition, through continuous book-entry registration of such Trust Account Property as described in such paragraph; and (iv) any Trust Account Property that is an "uncertificated security" under Article 8 of the UCC and that is not governed by clause (iii) above shall be Delivered to the Indenture Trustee in accordance with paragraph (c) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee's (or its nominee's) ownership of such security. Notwithstanding anything to the contrary set forth in this Section 2.3(d), the Indenture Trustee shall have no liability or obligation in respect of any failed Delivery, as contemplated herein, other than with respect to a Delivery which fails as a result of any action or inaction on behalf of the Indenture Trustee. (e) The Administrator shall have the power, revocable for cause or upon the occurrence and during the continuance of an Administrator Default by the Indenture Trustee or by the Eligible Lender 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, the Administrator or the Eligible Lender Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (f) On the Closing Date, the Administrator, for the benefit of the CertificateholderNoteholders and the Trust, shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account Indenture Trustee an Eligible Deposit Account (the “Certificate Distribution "Collection Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust. The Certificate Distribution Collection Account shall will initially be maintained established as an Eligible Deposit Account; provided, however, that so long as (i) a segregated trust account in the long-term unsecured debt name of the related depository institution Indenture Trustee with the corporate trust department of Deutsche Bank Trust Company Americas. On the Closing Date, the Administrator shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by cause the FDIC, such account shall be deemed Trust to be an Eligible deposit the Collection Account Initial Deposit into the Collection Account. (bg) The Trust shall possess all right, title and interest in all funds on deposit from time to time in On the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided hereinClosing Date, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee Administrator, for the benefit of the Certificateholder. IfNoteholders and the Trust, at any time, shall establish and maintain in the Certificate Distribution Account ceases to be an Eligible Deposit Account, name of the Certificate Paying Agent shall within ten (10) Business Days establish a new Certificate Distribution Account as Indenture Trustee an Eligible Deposit Account and shall transfer any cash or any investments to such new Certificate Distribution (the "Reserve Account; provided"), however, bearing a designation clearly indicating that so long as (i) the long-term unsecured debt funds deposited therein are held for the benefit of the related depository institution Trust. The Reserve Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of Deutsche Bank Trust Company Americas. On the Closing Date, the Administrator shall have a credit rating cause the Trust to deposit the Reserve Account Initial Deposit into the Reserve Account. (h) On the Closing Date, the Administrator, for the benefit of investment grade or better by a nationally recognized statistical rating organizationthe Noteholders and the Trust, shall establish and (ii) such depository institution’s deposits are insured by maintain in the FDIC, such account shall be deemed to be name of the Indenture Trustee an Eligible Deposit Account (the "Supplemental Purchase Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust. The Supplemental Purchase Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of Deutsche Bank Trust Company Americas. On the Closing Date, the Administrator shall cause the Trust to deposit the Supplemental Purchase Account Initial Deposit into the Supplemental Purchase Account.

Establishment of Trust Accounts. (a) The Owner TrusteeMaster Servicer, for the benefit on behalf of the Certificateholder, Certificateholders shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust Trustee, a distribution non-interest bearing trust account which is an Eligible Deposit Account (the “Certificate Distribution Account”"COLLECTION ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderCertificateholders with respect to Household Automotive Trust ___ and holders of the Certificates. The Certificate Distribution Collection Account shall initially be maintained as an Eligible Deposit Account; providedestablished with the Trustee. The Trustee shall possess all right, howevertitle and interest in all funds on deposit from time to time in, that so long as (i) and shall have sole dominion and control with respect to, the long-term unsecured debt Collection Account and in all proceeds thereof for the benefit of the related depository institution Certificateholders. Except as expressly provided in this Agreement, the Master Servicer agrees that it shall have a credit rating no right of investment grade setoff or better by a nationally recognized statistical rating organizationbanker's lien against, and (ii) such depository institution’s deposits are insured no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the FDIC, such account shall be deemed to be an Eligible Deposit AccountTrust. (b) Funds on deposit in the Collection Account and any Trust Accounts (collectively, the "Trust Accounts") shall be invested by the Trustee (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Master Servicer (pursuant to standing instructions or otherwise) which absent any instruction shall be the investments specified in clause (d) of the definition of Eligible Investments set forth herein. Funds on deposit in any Trust Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the Distribution Date. Funds deposited in a Trust Account on the day immediately preceding a Distribution Date and representing the proceeds of Eligible Investments are not required to be invested overnight. All Eligible Investments will be held to maturity. (c) All investment earnings of monies deposited in the Trust Accounts shall be deposited (or caused to be deposited) by the Trustee in the Collection Account or the related 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 Collection Account. The Master 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 necessary, the Master Servicer shall deliver to the Trustee an Opinion of Counsel to such effect. (d) 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. (e) If (i) the Master Servicer shall have failed to give investment directions for any funds on deposit in the Trust Accounts to the Trustee by 2:00 p.m. Eastern Time (or such other time as may be agreed by the Trustee) on any Business Day; or (ii) an Event of Default shall have occurred and be continuing with respect to the Certificates, the 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 Certificateholders other than on a Distribution Date, investments shall mature on the Business Day preceding any such proposed date of distribution. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account Trust Accounts and in all proceeds thereofthereof (excluding all Investment Earnings on the Collection Account) and all such funds, investments, proceeds and income shall be part of the Trust Estate. Except as otherwise expressly provided herein, the Certificate Distribution Account Trust Accounts shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholderrelated Certificateholders. If, at any time, any of the Certificate Distribution Account Trust Accounts ceases to be an Eligible Deposit Account, the Certificate Paying Agent Trustee (or the Master Servicer on its behalf) shall within ten (10) five Business Days (or such longer period as to which each Rating Agency may consent) establish a new Certificate Distribution Trust Account as an Eligible Deposit Account and shall transfer any cash or and/or any investments to such new Certificate Distribution Trust Account; provided. In connection with the foregoing, howeverthe Master Servicer agrees that, in the event that so long as (i) the long-term unsecured debt any of the related depository institution Trust Accounts are not accounts with the Trustee, the Master Servicer shall have a credit rating notify the Trustee in writing promptly upon any of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed Trust Accounts ceasing to be an Eligible Deposit Account. Pursuant to the authority granted to the Master Servicer under this Agreement, the Master Servicer shall have the revocable power, granted by the Trustee to make withdrawals and payments from the Collection Account and to instruct the Trustee to make withdrawals and payments from the Collection Account for the purposes of carrying out the Master Servicer's duties hereunder. The Master Servicer may net against any deposits required to be made to the 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 Collection Account on such Determination Date.

Establishment of Trust Accounts. (a) The Owner TrusteeOn the Closing Date and at such other times as specified herein, for the benefit of Administrator shall establish the Certificateholder, shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust following Eligible Deposit Accounts as more fully described below: (i) a distribution non“Collection Account”; Administration Agreement (ii) a “Reserve Account”; (iii) a “Capitalized Interest Account”; (iv) a “Supplemental Purchase Account”; (v) a “Pre-interest bearing account Funding Account”; (the vi) a “Certificate Future Distribution Account”); (vii) an “Add-On Consolidation Loan Account”; (viii) a “Floor Income Rebate Account”; and (ix) a “Borrower Benefit Account”. (b) Funds on deposit in each account specified in Section 2.3(a) above (collectively, bearing a designation clearly indicating that the funds deposited therein are held for “Trust Accounts” ) shall be invested by the benefit Indenture Trustee (or any custodian or designated agent with respect to any amounts on deposit in such accounts) in Eligible Investments (including Eligible Investments of the Certificateholder. The Certificate Distribution Account shall be maintained as an Eligible Deposit AccountIndenture Trustee) pursuant to written instructions by the Administrator; provided, however, it is understood and agreed that so long as 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 (ior by any custodian on behalf of) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Account. (b) The Trust shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Indenture Trustee for the benefit of the Certificateholder. IfIssuer; provided that: (i) on or before the Business Day preceding each Quarterly Distribution Date (or on or before that Distribution Date, at any timein the case of investments in money market accounts), all interest and other investment income (net of losses and investment expenses) on funds on deposit in each Trust Account (other than the Certificate Distribution Account ceases to Borrower Benefit Account) shall be an Eligible Deposit Account, deposited into the Certificate Paying Agent shall within ten (10) Business Days establish a new Certificate Distribution Account as an Eligible Deposit Collection Account and shall transfer any cash or any investments to be included in the Available Funds for such new Certificate Quarterly Distribution AccountDate; provided, however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and and (ii) such depository institution’s deposits are insured 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 Section 2.10(f) of this Agreement. Other than as described in the following proviso or as otherwise permitted by the FDICRating Agencies, funds on deposit in the Trust Accounts shall only be invested in Eligible Investments that will mature so that such account shall funds will be deemed available at the close of business on the Business Day preceding the following Monthly Allocation Date (to be an Eligible Deposit Account.the extent such funds are needed to make all required deposits into the Future Distribution Account on such Monthly Allocation Date or to pay the Primary Servicing Fee on such date) or the following Quarterly Distribution Date (with respect to all other amounts); provided,

Establishment of Trust Accounts. (a) The Owner Trustee, for the benefit of the CertificateholderCertificateholders, shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust a an interest distribution non-interest bearing account (the “"Certificate Interest Distribution Account”") and a principal distribution account (the "Certificate Principal Distribution Account"), each bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderCertificateholders. The title of the Certificate Interest Distribution Account shall be "National City Auto Receivables Trust 200_-_: Certificate Interest Distribution Account for the benefit of the Certificateholders." The title of the Certificate Principal Distribution Account shall be "National City Auto Receivables Trust 200_-_: Certificate Principal Distribution Account for the benefit of the Certificateholders." The Certificate Interest Distribution Account and the Certificate Principal Distribution Account will be maintained as an Eligible Deposit Account; provided, however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Account. (b) Accounts. The Trust shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Interest Distribution Account and the Certificate Principal Distribution Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Certificate Interest Distribution Account and the Certificate Principal Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the CertificateholderCertificateholders. If, at any time, the Certificate Interest Distribution Account or the Certificate Principal Distribution Account ceases to be an Eligible Deposit Account, the Certificate Paying Agent shall within ten (10) 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Certificate Interest Distribution Account or Certificate Principal Distribution Account, as applicable, as an Eligible Deposit Account and shall transfer any cash or any investments to such new Certificate Interest Distribution Account or Certificate Principal Distribution Account; provided, however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Accountapplicable.

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) a “Collection Account”; (ii) a “Reserve Account”; (iii) a “Capitalized Interest Account”; and (iv) an “Add-On Consolidation Loan Account.” (b) Funds on deposit in each account specified in Section 2.3(a) above (collectively, the “Trust Accounts”) shall be invested by the Administrator (or any custodian or designated agent with respect to any amounts on deposit in such accounts) in Eligible Investments (including Eligible Investments of the Administrator); provided, however, it is understood and agreed that the Administrator 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 by any custodian on behalf of) the Indenture Trustee for the benefit of the Issuer; provided that on the Business Day preceding each Distribution Date, all interest and other investment income (net of losses and investment expenses) on funds on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Available Funds for such Distribution Date. Other than as described in the following proviso or as otherwise permitted by the Rating Agencies, funds on deposit in the Trust Accounts shall only be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day preceding the following Monthly Payment Date (to the extent necessary to pay the Master Servicing Fee and the Administration Fee payable on such date) or the following Distribution Date provided, that all funds on deposit in the Add-On Consolidation Loan Account shall be invested only in Eligible Investments that are demand deposits or are overnight investments. Funds deposited in a Trust Account on a Business Day which immediately precedes a Monthly Payment Date or Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight. (c) The Owner Depositor and the Issuer pledged to the Indenture Trustee all of their respective 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. Subject to the Administrator’s power to instruct the Indenture Trustee pursuant to Section 2.3(b) above and Section 2.3(e) below, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Issuer. If, at any time, any Trust Account ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Administrator on its behalf) agrees, by its acceptance hereto, that it 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 to such new Trust Account. In connection with the foregoing, the Administrator agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture Trustee, the Administrator shall notify the Indenture Trustee in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (d) With respect to the Trust Account Property, the Administrator on behalf of the Indenture Trustee agrees, by its acceptance hereof, that: (i) 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 2.3(c) and, subject to Section 2.3(b), each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Administrator on behalf of the Indenture Trustee, and the Administrator on behalf of the Indenture Trustee, the Indenture Trustee and the Paying Agent shall have sole signature authority with respect thereto; (ii) any Trust Account Property that constitutes Physical Property shall be Delivered to the Administrator on behalf of the Indenture Trustee in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Administrator on behalf of the Indenture Trustee or a Securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Administrator on behalf of the Indenture Trustee; (iii) 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 Administrator on behalf of the Indenture Trustee, pending maturity or disposition, through continuous book-entry registration of such Trust Account Property as described in such paragraph; (iv) any Trust Account Property that is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (iii) above shall be Delivered to the Administrator on behalf of the Indenture Trustee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Administrator on behalf of the Indenture Trustee, pending maturity or disposition, through continued registration of the Administrator’s (or its nominee’s) ownership of such security; and (v) notwithstanding anything to the contrary, if at any time the Administrator shall receive any order or instructions from the Indenture Trustee directing transfer or redemption of any financial asset relating to any Trust Account or directing disposition of funds in any Trust, the Administrator shall comply with such order or instructions without further consent by the Depositor, the Issuer, or any other Person. If the Depositor, the Issuer, or any other Person is otherwise entitled to issue orders or instructions regarding any Trust Account and such orders or instructions conflict with any order or instruction by the Indenture Trustee, the Administrator shall follow the orders or instructions issued by the Indenture Trustee. Notwithstanding anything to the contrary set forth in this Section 2.3(d), the Administrator shall have no liability or obligation in respect of any failed Delivery, as contemplated herein, other than with respect to a Delivery which fails as a result of any action or inaction on behalf of the Administrator on behalf of the Indenture Trustee. (e) The Administrator shall have the power, revocable for cause or upon the occurrence and during the continuance of an Administrator Default by the Indenture Trustee or by the Eligible Lender Trustee with the consent of the Indenture Trustee, to make or to instruct the Paying Agent to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Master Servicer, the sub-servicers, the Administrator or the Eligible Lender Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (f) On the Closing Date, the Administrator, for the benefit of the CertificateholderNoteholders and the Trust, shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account Indenture Trustee an Eligible Deposit Account (the “Certificate Distribution Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust. The Certificate Distribution Collection Account shall will initially be maintained established as an Eligible Deposit Account; provided, however, that so long as (i) a segregated trust account in the long-term unsecured debt name of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organizationIndenture Trustee with Wachovia Bank, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit AccountNational Association. (bg) The Trust shall possess all right, title and interest in all funds on deposit from time to time in On the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided hereinClosing Date, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee Administrator, for the benefit of the Certificateholder. IfNoteholders and the Trust, at any time, shall establish and maintain in the Certificate Distribution Account ceases to be an Eligible Deposit Account, name of the Certificate Paying Agent shall within ten (10) Business Days establish a new Certificate Distribution Account as Indenture Trustee an Eligible Deposit Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust. The Reserve Account will initially be established as a segregated trust account in the name of the Indenture Trustee with Wachovia Bank, National Association. On the Closing Date, the Administrator shall cause the Trust to deposit the Reserve Account Initial Deposit into the Reserve Account. (h) On the Closing Date, the Administrator, for the benefit of the Noteholders and the Trust, shall transfer any cash or any investments establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Capitalized Interest Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust. The Capitalized Interest Account will initially be established as a segregated trust account in the name of the Indenture Trustee with Wachovia Bank, National Association. On the Closing Date, the Administrator shall cause the Trust to such new Certificate Distribution deposit the Capitalized Interest Account Initial Deposit into the Capitalized Interest Account; provided, however, that so long as . (i) On the long-term unsecured debt Closing Date, the Administrator, for the benefit of the related depository institution Noteholders and the Trust, shall have a credit rating establish and maintain in the name of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be Indenture Trustee an Eligible Deposit Account (the “Add-On Consolidation Loan Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust. The Add-On Consolidation Loan Account will initially be established as a segregated trust account in the name of the Indenture Trustee with Wachovia Bank, National Association. On the Closing Date, the Administrator shall cause the Trust to deposit the Add-On Consolidation Loan Account Initial Deposit into the Add-On Consolidation Loan Account.

Establishment of Trust Accounts. (ai) The Owner TrusteeTrust Collateral Agent, on behalf of the Noteholders and the Insurer, shall establish and maintain in its own name an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust Collateral Agent on behalf of the Noteholders and the Insurer. The Collection Account shall initially be established with the Trust Collateral Agent. (ii) The Trust Collateral Agent, on behalf of the Noteholders, shall cause the Certificate Paying Agent to establish and maintain in the its own name of the Trust a distribution non-interest bearing account an Eligible Deposit Account (the “Certificate Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust Collateral Agent on behalf of the Noteholders and the Insurer. The Certificate Note Distribution Account shall initially be maintained as an Eligible Deposit Account; provided, however, that so long as (i) established with the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit AccountTrust Collateral Agent. (b) Funds on deposit in the Collection Account and the Note Distribution Account (together, the “Trust Accounts”) and the Lockbox Accounts shall be invested by the Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer (pursuant to standing instructions or otherwise). All such Eligible Investments shall be held by or on behalf of the Trust Collateral Agent for the benefit of the Noteholders and the Insurer, as applicable. Other than as permitted by the Rating Agencies and the Insurer, funds on deposit in any Trust Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Distribution Date or, if earlier, at the close of business on the Business Day immediately preceding the following Insured Distribution Date. 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, and 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, 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 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 the Trust Accounts in the investment described in clause (d) of the definition of Eligible Investments. (i) The Trust Collateral Agent shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account Trust Accounts and in all proceeds thereofthereof for the benefit of the Noteholders and the Insurer and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. Except as otherwise expressly provided herein, the Certificate Distribution Account Trust Accounts shall be under the sole dominion and control of the Owner Trustee Trust Collateral Agent for the benefit of the CertificateholderNoteholders, as the case may be, and the Insurer. If, at any time, any of the Certificate Distribution Account Trust Accounts ceases to be an Eligible Deposit Account, the Certificate Paying Trust Collateral Agent (or the Servicer on its behalf) shall within ten (10) five Business Days (or such longer period as to which each Rating Agency and the Insurer may consent) establish a new Certificate Distribution Trust Account as an Eligible Deposit Account and shall transfer any cash or and/or any investments to such new Certificate Distribution Trust Account; provided. In connection with the foregoing, howeverthe Servicer agrees that, in the event that so long as (i) the long-term unsecured debt any of the related depository institution Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall have a credit rating notify the Trust Collateral Agent in writing promptly upon any of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed Trust Accounts ceasing to be an Eligible Deposit Account. (ii) With respect to the Trust Account Property, the 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, except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Trust Collateral Agent, and the Trust Collateral Agent shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes Physical Property shall be delivered to the Trust Collateral Agent in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Trust Collateral Agent or a 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 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; (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 Trust Collateral Agent’s (or its nominee’s) ownership of such security; and (F) any cash that is Trust Account Property shall be considered a “financial asset” under Article 8 of the UCC. (g) The Servicer shall have the power, revocable by the Insurer or, with the consent of the Insurer by the Trustee or by the Owner Trustee with the consent of the Trustee, to instruct the Trust Collateral Agent to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer and the Trust Collateral Agent to carry out its respective duties hereunder.

Establishment of Trust Accounts. (a) The Servicer on behalf of the Owner Trustee and the Indenture Trustee, shall establish the Accounts in the name of the Indenture Trustee for the benefit of the CertificateholderSecurityholders. Except as otherwise provided in this Agreement, each Account shall be an account initially established with the Indenture Trustee and maintained with the Indenture Trustee so long as (i) the commercial paper or other short-term unsecured debt obligations of the Indenture Trustee have the Required Rating, or (ii) such Account is a segregated trust account located in the corporate trust department of the Indenture Trustee bearing a designation clearly indicating that the funds deposited therein (other than interest or investment earnings thereon) are held in trust for the benefit of the Securityholders, and the Indenture Trustee has a long-term deposit rating from Moody's (so long as Xxxxx'x is a Rating Agency) of at least ___ (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and is organized under the laws of the United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee no longer meets either of the foregoing requirements, then the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Accounts to be moved to a bank or trust company that satisfies either of such requirements. (b) For so long as the depository institution or trust company then maintaining the Accounts meets the requirements of Section 5.01(a)(i) or (a)(ii), all amounts held in the Accounts shall, to the extent permitted by applicable laws, rules and regulations, be invested, as directed in writing by the Servicer, in Eligible Investments; otherwise such amounts shall be maintained in cash. Earnings on investment of funds in the Accounts (net of losses and investment expenses) shall be paid to the Servicer and any losses and investment expenses shall be charged against the funds on deposit in the related Account. (c) For so long as [_______] is the Indenture Trustee and the Indenture Trustee is the Relevant Trustee, or [_______] is the Owner Trustee and the Owner Trustee is the Relevant Trustee, the Accounts shall be maintained with the Relevant Trustee as described in clause (ii) of the second sentence of Section 5.01(a). In the event that (i) the long-term debt rating of the Relevant Trustee does not satisfy clause (ii) of the second sentence of Section 5.01(a) and clause (B) of the second sentence of Section 5.07(a)(i) or (ii) Moody's informs the parties hereto that the first sentence of this Section shall no longer be operative, the Servicer shall, with the assistance of the Relevant Trustee as necessary, cause (1) the Collection Account and the Payahead Account to be moved to an institution or an account otherwise satisfying the requirements of Section 4.01(a), and (2) the Yield Maintenance Account and the Reserve Fund to be moved to an institution or accounts otherwise satisfying the requirements of Section 5.07(a)(i). (d) Subject to the foregoing, the Servicer, on behalf of the Owner Trustee and the Indenture Trustee, shall cause the Certificate Paying Agent to establish and maintain as the Collection Account an Eligible Deposit Account in the name of and under the Trust a distribution non-interest bearing account (exclusive control of the “Certificate Distribution Account”)Indenture Trustee, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderNoteholders and the Certificateholders. On the Closing Date, the Owner Trustee will transfer, or cause to be transferred, to such Collection Account all funds or investments on deposit in the Collection Account established pursuant to the Trust Agreement for the benefit of the Certificateholders, and all of the proceeds thereof, and will transfer all of its right, title and interest in the Collection Account, all funds or investments held or to be held therein and all proceeds thereof, whether or not on behalf of the Certificateholders, to the Indenture Trustee for the benefit of the Noteholders and Certificateholders. The Certificate Indenture Trustee will be obligated to transfer all amounts remaining on deposit in the Collection Account on the Distribution Date on which the Notes of all Classes have been paid in full (or substantially all of the Trust Estate is otherwise released from the lien of the Indenture) to the Collection Account shall established pursuant to the Trust Agreement for the benefit of the Certificateholders, and to take all necessary or appropriate actions to transfer all of its right, title and interest in the Collection Account, all funds or investments held or to be maintained as an Eligible Deposit Account; providedheld therein and all proceeds thereof, howeverwhether or not on behalf of the Noteholders and Certificateholders, to the Owner Trustee for the benefit of the Certificateholders, subject to the limitations set forth in the Indenture with respect to amounts held for distribution to Noteholders that do not promptly deliver Note for payment on such Distribution Date. (e) With respect to the Trust Account Property, the Owner Trustee agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as (i) Notes of any Class remain outstanding, the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Account. (b) The Trust Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account Trust Accounts and in all proceeds thereof. Except as otherwise expressly provided hereinthereof (excluding interest or investment income thereon payable to the Servicer), that all such funds and proceeds shall comprise part of the Certificate Distribution Account Trust Estate and that the Trust Accounts shall be under the sole dominion and control of the Owner Indenture Trustee for the benefit of the Certificateholder. IfNoteholders and the Certificateholders, at as the case may be and: (i) any time, Trust Account Property that is held in deposit accounts shall be held solely in the Certificate Distribution Account ceases to be an Eligible Deposit AccountAccounts, subject to the Certificate Paying Agent shall within ten (10) Business Days establish a new Certificate Distribution Account as an last sentence of Section 5.01(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and shall transfer any cash or any investments to such new Certificate Distribution Account; provided, however, that so long as (i) the long-term unsecured debt control of the related depository institution Indenture Trustee, and the Indenture Trustee shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and sole signature authority with respect thereto; (ii) such depository institution’s deposits are insured any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of "Delivery" and shall be held, pending maturity or disposition, solely by the FDIC, Indenture Trustee or a financial intermediary (as such account term is defined in Section 8-313(4) of the UCC) acting solely for the Indenture Trustee; (iii) any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be deemed 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; and (iv) any Trust Account Property that is an "uncertificated security" under Article VIII of the UCC and that is not governed by clause (C) above shall be delivered to the Indenture Trustee in accordance with paragraph (c) of the definition of "Delivery" and shall be an Eligible Deposit Accountmaintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee's (or its nominee's) ownership of such security. (v) The Servicer shall have the power, revocable by the Indenture Trustee or by the 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, Indenture Trustee or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement, as the case may be.

Establishment of Trust Accounts. (a) The Owner Trustee, for the benefit of the CertificateholderCertificateholders, shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust a an interest distribution non-interest bearing account (the “"Certificate Interest Distribution Account”") and a principal distribution account (the "Certificate Principal Distribution Account"), each bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderCertificateholders. The title of the Certificate Interest Distribution Account shall be "[OWNER TRUSTEE] as Owner Trustee of Regions Auto Receivables Trust 200_-_: Certificate Interest Distribution Account for the benefit of the Certificateholders." The title of the Certificate Principal Distribution Account shall be "[OWNER TRUSTEE] as Owner Trustee of Regions Auto Receivables Trust 200_-_: Certificate Principal Distribution Account for the benefit of the Certificateholders." The Certificate Interest Distribution Account and the Certificate Principal Distribution Account will be maintained as an Eligible Deposit Account; provided, however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Account. (b) Accounts. The Trust shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Interest Distribution Account and the Certificate Principal Distribution Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Certificate Interest Distribution Account and the Certificate Principal Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the CertificateholderCertificateholders. If, at any time, the Certificate Interest Distribution Account or the Certificate Principal Distribution Account ceases to be an Eligible Deposit Account, the Certificate Paying Agent shall within ten (10) 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Certificate Interest Distribution Account or Certificate Principal Distribution Account, as applicable, as an Eligible Deposit Account and shall transfer any cash or any investments to such new Certificate Interest Distribution Account or Certificate Principal Distribution Account; provided, however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Accountapplicable.

Establishment of Trust Accounts. (ai) The Owner TrusteeTrust Collateral Agent, on behalf of the Noteholders and the Insurer, shall establish and maintain in its own name an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust Collateral Agent on behalf of the Noteholders and the Insurer. The Collection Account shall initially be established with the Trust Collateral Agent. (ii) The Trust Collateral Agent, on behalf of the Noteholders, shall cause the Certificate Paying Agent to establish and maintain in the its own name of the Trust a distribution non-interest bearing account an Eligible Deposit Account (the “Certificate Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust Collateral Agent on behalf of the Noteholders and the Insurer. The Certificate Note Distribution Account shall initially be maintained as an Eligible Deposit Account; provided, however, that so long as (i) established with the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit AccountTrust Collateral Agent. (b) Funds on deposit in the Collection Account and the Note Distribution Account (collectively, the “Trust Accounts”) and the Lockbox Accounts shall be invested by the Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer (pursuant to standing instructions or otherwise). All such Eligible Investments shall be held by or on behalf of the Trust Collateral Agent for the benefit of the Noteholders and the Insurer, as applicable. Other than as permitted by the Rating Agencies and the Insurer, funds on deposit in any Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Distribution Date. Funds deposited in a Trust Account on the day immediately preceding a Distribution Date upon the maturity of any Eligible Investments are 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)on each Distribution Date 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 (d) of the definition of Eligible Investments. (i) The Trust Collateral Agent shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account Trust Accounts and in all proceeds thereofthereof and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. Except as otherwise expressly provided herein, the Certificate Distribution Account Trust Accounts shall be under the sole dominion and control of the Owner Trustee Trust Collateral Agent for the benefit of the CertificateholderNoteholders, as the case may be, and the Insurer. If, at any time, any of the Certificate Distribution Account Trust Accounts ceases to be an Eligible Deposit Account, the Certificate Paying Trust Collateral Agent (or the Servicer on its behalf) shall within ten (10) five Business Days (or such longer period as to which each Rating Agency and the Insurer may consent) establish a new Certificate Distribution Trust Account as an Eligible Deposit Account and shall transfer any cash or and/or any investments to such new Certificate Distribution Trust Account; provided. In connection with the foregoing, howeverthe Servicer agrees that, in the event that so long as (i) the long-term unsecured debt any of the related depository institution Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall have a credit rating notify the Trust Collateral Agent in writing promptly upon any of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed Trust Accounts ceasing to be an Eligible Deposit Account. (ii) With respect to the Trust Account Property, the 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, except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Trust Collateral Agent, and the Trust Collateral Agent shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes Physical Property shall be delivered to the Trust Collateral Agent in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Trust Collateral Agent or a 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 is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (C) above shall be delivered to the Trust Collateral Agent in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Trust Collateral Agent, pending maturity or disposition, through continued registration of the Trust Collateral Agent’s (or its nominee’s) ownership of such security. (g) The Servicer shall have the power, revocable by the Insurer or, with the consent of the Insurer by the Trustee or by the Owner Trustee with the consent of the Trustee, to instruct the Trust Collateral Agent to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer and the Trust Collateral Agent to carry out its respective duties hereunder. (h) The Trust Collateral Agent acknowledges that, pursuant to the provisions of the Swap Agreements, the Swap Provider may be required to post collateral with the Trust Collateral Agent to secure the Swap Provider’s obligations under the Swap Agreement. The Trust Collateral Agent agrees to establish and maintain an Eligible Deposit Account (the “Swap Account”) to hold such collateral, if requested to do so by the Servicer or the Controlling Party. The Trust Collateral Agent further agrees to follow such written instructions relating to the administration of, and transfers from such account, as may be delivered by (i) the Servicer (with the consent of the Controlling Party) or (ii) the Controlling Party.

Establishment of Trust Accounts. (ai) The Owner TrusteeTrust Collateral Agent, for the benefit on behalf of the CertificateholderNoteholders and the Insurer, shall cause the Certificate Paying Agent to establish and maintain in the its own name of the Trust a distribution non-interest bearing account an Eligible Deposit Account (the “Certificate Distribution "Collection Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust Collateral Agent on behalf of the Noteholders and the Insurer. The Certificate Collection Account shall initially be established with the Trust Collateral Agent. (ii) The Trust Collateral Agent, on behalf of the Noteholders, shall establish and maintain in its own name 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 and the Insurer. The Note Distribution Account shall initially be maintained as an Eligible Deposit Account; provided, however, that so long as (i) established with the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit AccountTrust Collateral Agent. (b) Funds on deposit in the Collection Account and the Note Distribution Account (collectively, the "Trust Accounts") and the Lockbox Accounts shall be invested by the Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer (pursuant to standing instructions or otherwise). All such Eligible Investments shall be held by or on behalf of the Trust Collateral Agent for the benefit of the Noteholders and the Insurer, as applicable. Other than as permitted by the Rating Agencies and the Insurer, funds on deposit in any Trust Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Distribution Date (except that if such Eligible Investments are obligations of the institution that maintains such Trust Account or a fund for which such institution or an Affiliate thereof serves as an investment advisor, administrator, shareholder servicing agent, custodian and/or sub-custodian, then such Eligible Investment shall be permitted to mature on the Distribution Date). Funds deposited in a Trust Account on the day immediately preceding a Distribution Date upon the maturity of any Eligible Investments are required to be invested overnight. 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) on each Distribution Date by the Trust Collateral Agent in such Trust Account, and 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, 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 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 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 (d) of the definition of Eligible Investments. (i) The Trust Collateral Agent shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account Trust Accounts and in all proceeds thereofthereof for the benefit of the Noteholders and the Insurer and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. Except as otherwise expressly provided herein, the Certificate Distribution Account Trust Accounts shall be under the sole dominion and control of the Owner Trustee Trust Collateral Agent for the benefit of the CertificateholderNoteholders, as the case may be, and the Insurer. If, at any time, any of the Certificate Distribution Account Trust Accounts ceases to be an Eligible Deposit Account, the Certificate Paying Trust Collateral Agent (or the Servicer on its behalf) shall within ten (10) five Business Days (or such longer period as to which each Rating Agency and the Insurer may consent) establish a new Certificate Distribution Trust Account as an Eligible Deposit Account and shall transfer any cash or and/or any investments to such new Certificate Distribution Trust Account; provided. In connection with the foregoing, howeverthe Servicer agrees that, in the event that so long as (i) the long-term unsecured debt any of the related depository institution Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall have a credit rating notify the Trust Collateral Agent in writing promptly upon any of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed Trust Accounts ceasing to be an Eligible Deposit Account. (ii) With respect to the Trust Account Property, the 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, except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Trust Collateral Agent, and the Trust Collateral Agent shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes Physical Property shall be delivered to the Trust Collateral Agent in accordance with paragraph (a) of the definition of "Delivery" and shall be held, pending maturity or disposition, solely by the Trust Collateral Agent or a 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 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; (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 Trust Collateral Agent's (or its nominee's) ownership of such security; and (F) any cash that is Trust Account Property shall be considered a "financial asset" under Article 8 of the UCC. (g) The Servicer shall have the power, revocable by the Insurer or, with the consent of the Insurer by the Trustee or by the Owner Trustee with the consent of the Trustee, to instruct the Trust Collateral Agent to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer and the Trust Collateral Agent to carry out its respective duties hereunder. (h) The Trust Collateral Agent acknowledges that, pursuant to the provisions of the Swap Agreement, the Swap Provider may be required to post collateral with the Trust Collateral Agent to secure the Swap Provider's obligations under the Swap Agreement. The Trust Collateral Agent agrees to establish and maintain an Eligible Deposit Account (the "Swap Account") to hold such collateral, if requested to do so by the Servicer or the Controlling Party. The Trust Collateral Agent further agrees to follow such written instructions relating to the administration of, and transfers from such account, as may be delivered by (i) the Servicer (with the consent of the Controlling Party) or (ii) the Controlling Party, in each case subject to and in accordance with the terms of Swap Agreement.

Establishment of Trust Accounts. (a1) The Owner TrusteeServicer, for the benefit of the CertificateholderCertificateholders, shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account Trustee an Eligible Deposit Account (the “Certificate Distribution "Collection Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholder. Certificateholders. (2) The Certificate Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee a non-interest bearing account (the "Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders. (b) Funds on deposit in the Collection Account shall be maintained as an invested by the Trustee in Eligible Deposit AccountInvestments selected in writing by the Servicer (pursuant to standing instructions or otherwise); provided, however, that so long as (i) it is understood and agreed that the long-term unsecured debt of the related depository institution Trustee shall have a credit rating of not be liable for any loss arising from such investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an in Eligible Deposit Account. (b) The Trust shall possess all right, title and interest in all funds Investments. Investment Earnings on deposit from time to time Eligible Investments held in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Certificate Distribution Collection Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the CertificateholderServicer and shall be distributed on each Distribution Date to the Servicer. IfUnless otherwise permitted by the Rating Agencies, funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature (1) not later than the Business Day immediately preceding the next Distribution Date or (2) on such next Distribution Date if such investment is held in the trust department of the institution with which the Collection Account and is then maintained and is invested in a time deposit that is rated at least A-1 Standard & Poor's and P-1 by Xxxxx'x. Funds deposited in the Collection Account upon the maturity of any Eligible Investments on the day immediately preceding a Distribution Date are not required to be invested overnight. If at any time, time the Certificate Distribution Collection Account ceases to be an Eligible Deposit Account, the Certificate Paying Agent shall Trustee (or the Servicer on its behalf) shall, within ten (10) 10 Business Days (or such longer period, not to exceed 30 calendar days, to which each Rating Agency shall consent), establish a new Certificate Distribution Collection Account as an Eligible Deposit Account and shall transfer any cash or any and/or investments to such new Certificate account. (1) The Servicer shall establish and maintain with the Trustee an Eligible Deposit Account (the "Payahead Account"). The Payahead Account shall not be property of the Trust. (2) The Servicer shall, on or prior to each Distribution Date (and prior to deposits to the Distribution Account; provided) transfer from the Collection Account to the Payahead Account all Payaheads as described in Section 5.02 received by the Servicer during the related Collection Period. Notwithstanding the foregoing and the first sentence of Section 5.01, however, that for so long as the Servicer is permitted to make monthly remittances to the Collection Account pursuant to Section 5.01, Payaheads need not be remitted to and deposited in the Payahead Account, but instead may be remitted to and held by the Servicer. So long as such condition is met, the Servicer shall not be required to segregate or otherwise hold separate any Payaheads remitted to the Servicer as aforesaid, but shall be required to remit Payaheads to the Collection Account in accordance with Section 5.05(a). (i1) Except as otherwise provided herein, the long-term unsecured debt accounts established and maintained pursuant to this Article IV shall be under the sole dominion and control of the related depository institution Trustee for the benefit of the Certificateholders. With respect to any Account Property, the Trustee agrees, by its acceptance hereof, that: (A) Any Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts (subject to the last sentence of Section 4.01(b)); and, except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Trustee, and the Trustee shall have a credit rating sole signature authority with respect thereto; (B) Any Account Property that constitutes Physical Property shall be delivered to the Trustee in accordance with paragraph (a) of investment grade the definition of "Delivery" and shall be held, pending maturity or better by a nationally recognized statistical rating organizationdisposition, and (ii) such depository institution’s deposits are insured solely by the FDIC, Trustee or a financial intermediary (as such account term is defined in Section 8-313(4) of the UCC) acting solely for the Trustee; (C) Any Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be deemed 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 Account Property as described in such paragraph; and (D) Any Account Property that is an "uncertificated security" under Article 8 of the UCC and that is not governed by clause (C) above shall be delivered to the Trustee in accordance with paragraph (c) of the definition of "Delivery" and shall be an Eligible Deposit Accountmaintained by the Trustee, pending maturity or disposition, through continued registration of the Trustee's (or its custodian's or its nominee's) ownership of such security. (2) The Servicer shall have the power, revocable by the Trustee, to instruct the 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.

Establishment of Trust Accounts. (a) The Owner TrusteePrior to the Closing Date, for the benefit of Indenture Trustee shall establish the Certificateholder, shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account (the “Certificate Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholder. The Certificate Distribution Account shall be maintained as an Eligible Deposit Account; provided, however, that so long as following accounts: (i) an account denominated "Collection Account - Residual Funding OT 2000-A, The Chase Manhattan Bank, Indenture Trustee" (the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and "COLLECTION ACCOUNT"); (ii) such depository institution’s deposits are insured by an account denominated "Trust Spread Account - Residual Funding OT 2000-A, The Chase Manhattan Bank, Indenture Trustee" (the FDIC"TRUST SPREAD ACCOUNT"); and (iii) an account denominated "Trigger Spread Account - Residual Funding OT 2000-A, such account shall be deemed to be an Eligible Deposit AccountThe Chase Manhattan Bank, Indenture Trustee" (the "TRIGGER SPREAD ACCOUNT"). (b) The Trust Accounts shall possess all rightbe Eligible Accounts and relate solely to the Notes and Trust Certificates and, title if applicable, the related Eligible Investments. The location and interest account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule III. The Indenture Trustee shall give the Issuer, the Owner Trustee and the Trust Agent at least five Business Days' written notice of any change in all funds on deposit the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time in to time, the Trust Accounts (other than the Certificate Distribution Account Account) shall be invested by the Indenture Trustee in Eligible Investments pursuant to Sections 8.03(b), 8.04(c) and in all proceeds thereof8.05(c). Except as otherwise expressly provided hereinIn addition, the Certificate Distribution Account Indenture Trustee shall not in any way be under the sole dominion and control held liable by reason of any insufficiency in any of the Owner Trustee for the benefit foregoing Trust Accounts held by or on behalf of the Certificateholder. If, at Indenture Trustee resulting from any time, the Certificate Distribution Account ceases to be an investment loss on any Eligible Deposit Account, the Certificate Paying Agent shall within ten (10) Business Days establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash or any investments to such new Certificate Distribution Account; provided, however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit AccountInvestments.

Establishment of Trust Accounts. (ai) The Owner TrusteeTrust Collateral Agent, for the benefit on behalf of the CertificateholderNoteholders and the Insurer, shall cause the Certificate Paying Agent to establish and maintain in the its own name of the Trust a distribution non-interest bearing account an Eligible Deposit Account (the “Certificate Distribution Account”"COLLECTION ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust Collateral Agent on behalf of the Noteholders and the Insurer. The Certificate Collection Account shall initially be established and maintained with the Trust Collateral Agent. (ii) The Trust Collateral Agent, on behalf of the Insurer and the Noteholders, shall establish and maintain in its own name 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 and the Insurer. The Note Distribution Account shall initially be established and maintained as an Eligible Deposit Account; provided, however, that so long as (i) with the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit AccountTrust Collateral Agent. (b) Funds on deposit in the Collection Account and the Note Distribution Account (collectively, the "TRUST ACCOUNTS") shall be invested by the Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer (pursuant to standing instructions or otherwise). All such Eligible Investments shall be held by or on behalf of the Trust Collateral Agent for the benefit of the Noteholders and the Insurer, as applicable. Other than as permitted by the Rating Agencies and the Insurer, funds on deposit in any Trust Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Distribution Date. 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 (f) of the definition of Eligible Investments. (i) The Trust Collateral Agent shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account Trust Accounts and in all proceeds thereofthereof and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. Except as otherwise expressly provided herein, the Certificate Distribution Account Trust Accounts shall be under the sole dominion and control of the Owner Trustee Trust Collateral Agent for the benefit of the CertificateholderNoteholders and the Insurer, as the case may be. If, at any time, any of the Certificate Distribution Account Trust Accounts ceases to be an Eligible Deposit Account, the Certificate Paying Trust Collateral Agent (or the Servicer on its behalf) shall within ten (10) five Business Days (or such longer period as to which each Rating Agency and the Insurer may consent) establish a new Certificate Distribution Trust Account as an Eligible Deposit Account and shall transfer any cash or and/or any investments to such new Certificate Distribution Trust Account; provided. In connection with the foregoing, howeverthe Servicer agrees that, in the event that so long as (i) the long-term unsecured debt any of the related depository institution Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall have a credit rating notify the Trust Collateral Agent in writing promptly upon any of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed Trust Accounts ceasing to be an Eligible Deposit Account. (ii) With respect to the Trust Account Property, the 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, except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Trust Collateral Agent, and the Trust Collateral Agent shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes Physical Property shall be delivered to the Trust Collateral Agent in accordance with paragraph (a) of the definition of "DELIVERY" and shall be held, pending maturity or disposition, solely by the Trust Collateral Agent or a 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 is an "UNCERTIFICATED SECURITY" under Article 8 of the UCC and that is not governed by clause (C) above shall be delivered to the Trust Collateral Agent in accordance with paragraph (c) of the definition of "DELIVERY" and shall be maintained by the Trust Collateral Agent, pending maturity or disposition, through continued registration of the Trust Collateral Agent's (or its nominee's) ownership of such security. (g) The Servicer shall have the power, revocable by the Insurer or, with the consent of the Insurer by the Trustee or by the Owner Trustee with the consent of the Trustee, to instruct the Trust Collateral Agent to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer and the Trust Collateral Agent to each carry out its respective duties hereunder.

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) a “Collection Account”; (ii) a “Reserve Account”; and (iii) a “Capitalized Interest Account”. (b) Funds on deposit in each account specified in Section 2.3(a) above (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee (or any custodian or designated agent with respect to any amounts on deposit in such accounts) in Eligible Investments (including Eligible Investments of the Indenture Trustee) pursuant to written instructions by the Administrator; 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 by any custodian on behalf of) the Indenture Trustee for the benefit of the Issuer; provided that on the Business Day preceding each Distribution Date, all interest and other investment income (net of losses and investment expenses) on funds on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Available Funds for such Distribution Date. Other than as described in the following proviso or as otherwise permitted by the Rating Agencies, funds on deposit in the Trust Accounts shall only be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day preceding the following Monthly Servicing Payment Date (to the extent necessary to pay the Primary Servicing Fee payable on such date) or the following Distribution Date. Funds deposited in a Trust Account on a Business Day which immediately precedes a Monthly Servicing Payment Date or Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight. (c) The Owner Depositor and the Issuer pledged to the Indenture Trustee all of their respective 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. Subject to the Administrator’s power to instruct the Indenture Trustee pursuant to Section 2.3(b) above and Section 2.3(e) below, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Issuer. If, at any time, any Trust Account ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Administrator on its behalf) agrees, by its acceptance hereto, that it 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 to such new Trust Account. In connection with the foregoing, the Administrator agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture Trustee, the Administrator shall notify the Indenture Trustee in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (d) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (i) 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 2.3(c) and, subject to Section 2.3(b), 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; (ii) any Trust Account Property that constitutes Physical Property shall be Delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Indenture Trustee; (iii) 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 Indenture Trustee, pending maturity or disposition, through continuous book-entry registration of such Trust Account Property as described in such paragraph; and (iv) any Trust Account Property that is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (iii) above shall be Delivered to the Indenture Trustee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its nominee’s) ownership of such security. Notwithstanding anything to the contrary set forth in this Section 2.3(d), the Indenture Trustee shall have no liability or obligation in respect of any failed Delivery, as contemplated herein, other than with respect to a Delivery which fails as a result of any action or inaction on behalf of the Indenture Trustee. (e) The Administrator shall have the power, revocable for cause or upon the occurrence and during the continuance of an Administrator Default by the Indenture Trustee or by the Eligible Lender 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, the Administrator or the Eligible Lender Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (f) On the Closing Date, the Administrator, for the benefit of the CertificateholderNoteholders and the Trust, shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account Indenture Trustee an Eligible Deposit Account (the “Certificate Distribution Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust. The Certificate Distribution Collection Account shall will initially be maintained established as an Eligible Deposit Account; provided, however, that so long as (i) a segregated trust account in the long-term unsecured debt name of the related depository institution Indenture Trustee with the corporate trust department of Deutsche Bank Trust Company Americas. On the Closing Date, the Administrator shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by cause the FDIC, such account shall be deemed Trust to be an Eligible deposit the Collection Account Initial Deposit into the Collection Account. (bg) The Trust shall possess all right, title and interest in all funds on deposit from time to time in On the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided hereinClosing Date, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee Administrator, for the benefit of the Certificateholder. IfNoteholders and the Trust, at any time, shall establish and maintain in the Certificate Distribution Account ceases to be an Eligible Deposit Account, name of the Certificate Paying Agent shall within ten (10) Business Days establish a new Certificate Distribution Account as Indenture Trustee an Eligible Deposit Account and shall transfer any cash or any investments to such new Certificate Distribution (the “Reserve Account; provided”), however, bearing a designation clearly indicating that so long as (i) the long-term unsecured debt funds deposited therein are held for the benefit of the related depository institution Trust. The Reserve Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of Deutsche Bank Trust Company Americas. On the Closing Date, the Administrator shall have a credit rating cause the Trust to deposit the Reserve Account Initial Deposit into the Reserve Account. (h) On the Closing Date, the Administrator, for the benefit of investment grade or better by a nationally recognized statistical rating organizationthe Noteholders and the Trust, shall establish and (ii) such depository institution’s deposits are insured by maintain in the FDIC, such account shall be deemed to be name of the Indenture Trustee an Eligible Deposit Account (the “Capitalized Interest Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust. The Capitalized Interest Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of Deutsche Bank Trust Company Americas. On the Closing Date, the Administrator shall cause the Trust to deposit the Capitalized Interest Account Initial Deposit into the Capitalized Interest Account.

Establishment of Trust Accounts. (a) The Owner TrusteePrior to the Closing Date, for the benefit of Indenture Trustee shall establish the Certificateholder, shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account (the “Certificate Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholder. The Certificate Distribution Account shall be maintained as an Eligible Deposit Account; provided, however, that so long as following accounts: (i) an account denominated "Collection Account - Residual Funding OT 2002-A, JPMorgan Chase Bank, Indenture Trustee" (the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and "COLLECTION ACCOUNT"); and (ii) such depository institution’s deposits are insured by an account denominated "Trust Spread Account - Residual Funding OT 2002-A, JPMorgan Chase Bank, Indenture Trustee" (the FDIC, such account shall be deemed to be an Eligible Deposit Account"TRUST SPREAD ACCOUNT"). (b) The Trust Accounts shall possess all rightbe Eligible Accounts and relate solely to the Notes and Trust Certificates and, title if applicable, the related Eligible Investments. The location and interest account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule I. The Indenture Trustee shall give the Issuer, the Owner Trustee and the Trust Agent at least five Business Days' written notice of any change in all funds on deposit the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts shall be part of the Collateral and all amounts, financial assets and investment property held in, deposited in or credited to, from time in to time, the Trust Accounts (other than the Certificate Distribution Account Account) shall be invested by the Indenture Trustee in Eligible Investments pursuant to Sections 8.03(b) and in all proceeds thereof8.04(c). Except as otherwise expressly provided hereinIn addition, the Certificate Distribution Account Indenture Trustee shall not in any way be under the sole dominion and control held liable by reason of any insufficiency in any of the Owner Trustee for the benefit foregoing Trust Accounts held by or on behalf of the Certificateholder. If, at Indenture Trustee resulting from any time, the Certificate Distribution Account ceases to be an investment loss on any Eligible Deposit Account, the Certificate Paying Agent shall within ten (10) Business Days establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash or any investments to such new Certificate Distribution Account; provided, however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit AccountInvestments.

Establishment of Trust Accounts. (ai) The Owner Trustee, for the benefit of the Certificateholder, Indenture Trustee shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account (Accounts required to be established and maintained pursuant to the “Certificate Distribution Account”)Series Supplement, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholder. The Certificate Distribution Account and such Trust Accounts shall be maintained as an Eligible Deposit Account; provided, however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed subject to be an Eligible Deposit Account. (b) The Trust shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Indenture Trustee for the benefit of the Certificateholder. IfNoteholders[and the Insurer]. (ii) No Trust Account shall be maintained with an institution other than the Indenture Trustee unless such institution agrees in writing to the provisions of this Section 5.1 as if such institution were the Indenture Trustee, at any time, except that the Certificate Distribution Account ceases Indenture Trustee shall continue to be an Eligible Deposit the "entitlement holder" of the related Trust Account. (iii) With respect to any Trust Account Property held from time to time in any Trust Account, the Certificate Paying Agent Indenture Trustee agrees that (A) such Trust Account Property shall within ten at all times be credited in the Indenture Trustee's books and records to the relevant Trust Account, (10B) Business Days establish any Eligible Investment constituting a new Certificate Distribution Account deposit account shall be, except as an otherwise provided herein, subject to the exclusive custody and control of the Indenture Trustee, and, if the Indenture Trustee is not the depositary bank with which such deposit account is maintained, the Indenture Trustee shall be the depositary bank's customer with respect thereto, and (C) any Eligible Deposit Account Investment other than a deposit account shall be held, pending maturity or disposition by the Indenture Trustee, in accordance with the relevant terms of the definition of "Delivery." The Indenture Trustee acknowledges and shall transfer any agrees that each item of property (whether investment property, financial asset, security, instrument, cash or any investments other type of property) credited to such new Certificate Distribution Account; provided, however, that so long a Trust Account shall be treated as (i) a "financial asset" within the long-term unsecured debt meaning of Article 8 of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit AccountUCC.

Establishment of Trust Accounts. (a) (i) The Owner Trustee, for the benefit of the Certificateholder, Administrator shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account (Accounts required to be established and maintained pursuant to the “Certificate Distribution Account”)Series Supplement, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholder. The Certificate Distribution Account and such Trust Accounts shall be maintained as an Eligible Deposit Account; provided, however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed subject to be an Eligible Deposit Account. (b) The Trust shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Administrator on behalf of the Indenture Trustee for the benefit of the Certificateholder. IfNoteholders [and the Insurer]. (ii) No Trust Account shall be maintained with an institution other than the Administrator unless such institution agrees in writing to the provisions of this Section 5.1 as if such institution were the Administrator, at any time, except that the Certificate Distribution Account ceases Administrator shall continue to be an Eligible Deposit the “entitlement holder” of the related Trust Account. (iii) With respect to any Trust Account Property held from time to time in any Trust Account, the Certificate Paying Agent Administrator agrees that (A) such Trust Account Property shall within ten at all times be credited in the Administrator’s books and records to the relevant Trust Account, (10B) Business Days establish any Eligible Investment constituting a new Certificate Distribution Account deposit account shall be, except as an otherwise provided herein, subject to the exclusive custody and control of the Administrator, and, if the Administrator is not the depositary bank with which such deposit account is maintained, the Administrator shall be the depositary bank’s customer with respect thereto, and (C) any Eligible Deposit Account Investment other than a deposit account shall be held, pending maturity or disposition by the Administrator, in accordance with the relevant terms of the definition of “Delivery.” The Administrator acknowledges and shall transfer any agrees that (i) each item of property (whether investment property, financial asset, security, instrument, cash or any investments other type of property) credited to such new Certificate Distribution Account; provided, however, a Trust Account that so long is a “securities account,” (as (i) the long-term unsecured debt defined in Article 8 of the related depository institution UCC) shall have be treated as a credit rating “financial asset” within the meaning of investment grade or better by Article 8 of the UCC, (ii) it shall act as a nationally recognized statistical rating organization“securities intermediary” (as defined in Article 8 of the UCC) with respect to each Trust Account which is a “securities account” and a “bank” (as defined in Article 9 of the UCC) with respect to each Trust Account that is a “deposit account” (as defined in Article 9 of the UCC), and (iiiii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Accounteach Trust Account is either a “securities account” or a “deposit account.”

Establishment of Trust Accounts. (a1) The Owner Trustee------------------------------- Servicer, for the benefit of the CertificateholderCertificateholders, shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account Trustee an Eligible Deposit Account (the “Certificate Distribution "Collection Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholder. Certificateholders. (2) The Certificate Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee a non-interest bearing account (the "Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders. (b) Funds on deposit in the Collection Account shall be maintained as an invested by the Trustee in Eligible Deposit AccountInvestments selected in writing by the Servicer (pursuant to standing instructions or otherwise); provided, however, that so long as (i) it is understood and agreed that the long-term unsecured debt of the related depository institution Trustee shall have a credit rating of not be liable for any loss arising from such investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an in Eligible Deposit Account. (b) The Trust shall possess all right, title and interest in all funds Investments. Investment Earnings on deposit from time to time Eligible Investments held in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Certificate Distribution Collection Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the CertificateholderServicer and shall be distributed on each Distribution Date to the Servicer. IfUnless otherwise permitted by the Rating Agencies, funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature (1) not later than the Business Day immediately preceding the next Distribution Date or (2) on such next Distribution Date if such investment is held in the trust department of the institution with which the Collection Account and is then maintained and is invested in a time deposit that is rated at least A-1 Standard & Poor's and P-1 by Moody's. Funds deposited in the Collection Account upon the maturity of any Eligible Investments on the day immediately preceding a Distribution Date are not required to be invested overnight. If at any time, time the Certificate Distribution Collection Account ceases to be an Eligible Deposit Account, the Certificate Paying Agent shall Trustee (or the Servicer on its behalf) shall, within ten (10) 10 Business Days (or such longer period, not to exceed 30 calendar days, to which each Rating Agency shall consent), establish a new Certificate Distribution Collection Account as an Eligible Deposit Account and shall transfer any cash or any and/or investments to such new Certificate account. (1) The Servicer shall establish and maintain with the Trustee an Eligible Deposit Account (the "Payahead Account"). The Payahead Account shall not be property of the Trust. (2) The Servicer shall, on or prior to each Distribution Date (and prior to deposits to the Distribution Account; provided) transfer from the Collection Account to the Payahead Account all Payaheads as described in Section 5.02 received by the Servicer during the related Collection Period. Notwithstanding the foregoing and the first sentence of Section 5.01, however, that for so long as the Servicer is permitted to make monthly remittances to the Collection Account pursuant to Section 5.01, Payaheads need not be remitted to and deposited in the Payahead Account, but instead may be remitted to and held by the Servicer. So long as such condition is met, the Servicer shall not be required to segregate or otherwise hold separate any Payaheads remitted to the Servicer as aforesaid, but shall be required to remit Payaheads to the Collection Account in accordance with Section 5.05(a). (i1) Except as otherwise provided herein, the long-term unsecured debt accounts established and maintained pursuant to this Article IV shall be under the sole dominion and control of the related depository institution Trustee for the benefit of the Certificateholders. With respect to any Account Property, the Trustee agrees, by its acceptance hereof, that: (A) Any Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts (subject to the last sentence of Section 4.01(b)); and, except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Trustee, and the Trustee shall have a credit rating sole signature authority with respect thereto; (B) Any Account Property that constitutes Physical Property shall be delivered to the Trustee in accordance with paragraph (a) of investment grade the definition of "Delivery" and shall be held, pending maturity or better by a nationally recognized statistical rating organizationdisposition, and (ii) such depository institution’s deposits are insured solely by the FDIC, Trustee or a financial intermediary (as such account term is defined in Section 8-313(4) of the UCC) acting solely for the Trustee; (C) Any Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be deemed 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 Account Property as described in such paragraph; and (D) Any Account Property that is an "uncertificated security" under Article 8 of the UCC and that is not governed by clause (C) above shall be delivered to the Trustee in accordance with paragraph (c) of the definition of "Delivery" and shall be an Eligible Deposit Accountmaintained by the Trustee, pending maturity or disposition, through continued registration of the Trustee's (or its custodian's or its nominee's) ownership of such security. (2) The Servicer shall have the power, revocable by the Trustee, to instruct the 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.

Establishment of Trust Accounts. (ai) The Owner TrusteeTrust Collateral Agent, on behalf of the Noteholders and the Insurer, shall establish and maintain in its own name an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust Collateral Agent on behalf of the Noteholders and the Insurer. The Collection Account shall initially be established with the Trust Collateral Agent. (ii) The Trust Collateral Agent, on behalf of the Noteholders, shall cause the Certificate Paying Agent to establish and maintain in the its own name of the Trust a distribution non-interest bearing account an Eligible Deposit Account (the “Certificate Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust Collateral Agent on behalf of the Noteholders and the Insurer. The Certificate Note Distribution Account shall initially be maintained as an Eligible Deposit Account; provided, however, that so long as (i) established with the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit AccountTrust Collateral Agent. (b) The Funds on deposit in the Collection Account and the Note Distribution Account (collectively, the “Trust Accounts”) and the Lockbox Accounts shall possess all right, title and interest in all be invested by the Trust Collateral Agent (or any custodian with respect to funds on deposit from time in any such account) in Eligible Investments selected in writing by the Servicer (pursuant to time in the Certificate Distribution Account and in all proceeds thereofstanding instructions or otherwise). Except as otherwise expressly provided herein, the Certificate Distribution Account All such Eligible Investments shall be under the sole dominion and control held by or on behalf of the Owner Trustee Trust Collateral Agent for the benefit of the CertificateholderNoteholders and the Insurer, as applicable. IfOther than as permitted by the Rating Agencies and the Insurer, funds on deposit in any Trust Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Distribution Date. Funds deposited in a Trust Account on the day immediately preceding a Distribution Date upon the maturity of any timeEligible Investments are 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) on each Distribution Date 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 Certificate Distribution Account ceases Servicer shall deliver to be the Trust Collateral Agent an Eligible Deposit AccountOpinion of Counsel, acceptable to the Certificate Paying Trust Collateral Agent, to such effect. (d) The Trust Collateral Agent shall within ten (10) Business Days establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer not in any cash or way be held liable by reason of any investments to such new Certificate Distribution Account; provided, however, that so long as (i) the long-term unsecured debt insufficiency in any of the related depository institution shall have a credit rating of investment grade Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trust Collateral Agent’s negligence or better by a nationally recognized statistical rating organization, and (ii) bad faith or its failure to make payments on such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Account.Investments issued by

Establishment of Trust Accounts. (ai) The Owner TrusteeTrust Collateral Agent, on behalf of the Noteholders and the Insurer, shall establish and maintain in its own name an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust Collateral Agent on behalf of the Noteholders and the Insurer. The Collection Account shall initially be established with the Trust Collateral Agent. (ii) The Trust Collateral Agent, on behalf of the Noteholders, shall cause the Certificate Paying Agent to establish and maintain in the its own name of the Trust a distribution non-interest bearing account an Eligible Deposit Account (the “Certificate Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust Collateral Agent on behalf of the Noteholders and the Insurer. The Certificate Note Distribution Account shall initially be maintained as an Eligible Deposit Account; provided, however, that so long as (i) established with the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit AccountTrust Collateral Agent. (b) Funds on deposit in the Collection Account and the Note Distribution Account (collectively, the “Trust Accounts”) and the Lockbox Accounts shall be invested by the Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer (pursuant to standing instructions or otherwise). All such Eligible Investments shall be held by or on behalf of the Trust Collateral Agent for the benefit of the Noteholders and the Insurer, as applicable. Other than as permitted by the Rating Agencies and the Insurer, funds on deposit in any Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Distribution Date or, if earlier, on the following Insured Distribution Date. Funds deposited in a Trust Account on the day immediately preceding a Distribution Date or an Insured Distribution Date upon the maturity of any Eligible Investments are 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) on each Distribution Date 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 (d) of the definition of Eligible Investments. (i) The Trust Collateral Agent shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account Trust Accounts and in all proceeds thereofthereof and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. Except as otherwise expressly provided herein, the Certificate Distribution Account Trust Accounts shall be under the sole dominion and control of the Owner Trustee Trust Collateral Agent for the benefit of the CertificateholderNoteholders, as the case may be, and the Insurer. If, at any time, any of the Certificate Distribution Account Trust Accounts ceases to be an Eligible Deposit Account, the Certificate Paying Trust Collateral Agent (or the Servicer on its behalf) shall within ten (10) five Business Days (or such longer period as to which each Rating Agency and the Insurer may consent) establish a new Certificate Distribution Trust Account as an Eligible Deposit Account and shall transfer any cash or and/or any investments to such new Certificate Distribution Trust Account; provided. In connection with the foregoing, howeverthe Servicer agrees that, in the event that so long as (i) the long-term unsecured debt any of the related depository institution Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall have a credit rating notify the Trust Collateral Agent in writing promptly upon any of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed Trust Accounts ceasing to be an Eligible Deposit Account. (ii) With respect to the Trust Account Property, the 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, except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Trust Collateral Agent, and the Trust Collateral Agent shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes Physical Property shall be delivered to the Trust Collateral Agent in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Trust Collateral Agent or a 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 is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (C) above shall be delivered to the Trust Collateral Agent in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Trust Collateral Agent, pending maturity or disposition, through continued registration of the Trust Collateral Agent’s (or its nominee’s) ownership of such security. (g) The Servicer shall have the power, revocable by the Insurer or, with the consent of the Insurer by the Trustee or by the Owner Trustee with the consent of the Trustee, to instruct the Trust Collateral Agent to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer and the Trust Collateral Agent to carry out its respective duties hereunder.

Establishment of Trust Accounts. (ai) The Owner TrusteeTrust Collateral Agent, on behalf of the Holders and the Insurer, shall establish and maintain in its own name an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust Collateral Agent, in trust, on behalf of the Holders and the Insurer. The Collection Account shall initially be established with the Trust Collateral Agent. (ii) The Trust Collateral Agent, on behalf of the Holders, shall cause the Certificate Paying Agent to establish and maintain in the its own name of the Trust a distribution non-interest bearing account an Eligible Deposit Account (the “Certificate Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust Collateral Agent, in trust, on behalf of the Holders and the Insurer. The Certificate Note Distribution Account shall initially be maintained as an Eligible Deposit Account; provided, however, that so long as (i) established with the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit AccountTrust Collateral Agent. (b) Funds on deposit in the Collection Account and the Note Distribution Account (collectively, the “Trust Accounts”) shall be invested by the Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer (pursuant to standing instructions or otherwise). All such Eligible Investments shall be held by or on behalf of the Trust Collateral Agent for the benefit of the Holders and the Insurer, as applicable. Other than as permitted by the Rating Agencies and the Insurer, funds on deposit in any Trust Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Distribution Date. Funds deposited in a Trust Account on the day immediately preceding a Distribution Date upon the maturity of any Eligible Investments are required to be invested overnight. All Eligible Investments will be held to maturity. The Trust Collateral Agent shall give notice to each institution that holds Eligible Investments in money market deposit accounts in a Trust Account that on each Distribution Date the Trust Collateral Agent may be withdrawing all funds from the applicable Trust Account not less than the minimum number of Business Days prior to each Distribution Date as required by each such institution. (c) All investment earnings of moneys deposited in the Trust Accounts shall be deposited (or caused to be deposited), pursuant to the monthly Servicer’s Certificate, on each Distribution Date 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 Trust 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 (d) of the definition of Eligible Investments; provided that the Trust Collateral Agent shall not be liable for any loss or absence of income resulting from such investments. (i) The Trust Collateral Agent shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account Trust Accounts and in all proceeds thereofthereof for the benefit of the Holders and the Insurer and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. Except as otherwise expressly provided herein, the Certificate Distribution Account Trust Accounts shall be under the sole dominion and control of the Owner Trustee Trust Collateral Agent for the benefit of the CertificateholderHolders, as the case may be, and the Insurer. If, at any time, any of the Certificate Distribution Account Trust Accounts ceases to be an Eligible Deposit Account, the Certificate Paying Trust Collateral Agent (or the Servicer on its behalf) shall within ten (10) five Business Days (or such longer period as to which each Rating Agency and the Insurer may consent) establish a new Certificate Distribution Trust Account as an Eligible Deposit Account and shall transfer any cash or and/or any investments to such new Certificate Distribution Trust Account; provided. In connection with the foregoing, howeverthe Servicer agrees that, in the event that so long as (i) the long-term unsecured debt any of the related depository institution Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall have a credit rating notify the Trust Collateral Agent in writing promptly upon any of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed Trust Accounts ceasing to be an Eligible Deposit Account. (ii) With respect to the Trust Account Property: (A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts; and, except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Trust Collateral Agent, and the Trust Collateral Agent shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes Physical Property shall be delivered to the Trust Collateral Agent in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Trust Collateral Agent or a 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 is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (C) above shall be delivered to the Trust Collateral Agent in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Trust Collateral Agent, pending maturity or disposition, through continued registration of the Trust Collateral Agent’s (or its nominee’s) ownership of such security.

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) a "Collection Account"; (ii) a "Reserve Account"; and (iii) a "Capitalized Interest Account". (b) Funds on deposit in each account specified in Section 2.3(a) above (collectively, the "Trust Accounts") shall be invested by the Indenture Trustee (or any custodian or designated agent with respect to any amounts on deposit in such accounts) in Eligible Investments (including Eligible Investments of the Indenture Trustee) pursuant to written instructions by the Administrator; 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 by any custodian on behalf of) the Indenture Trustee for the benefit of the Issuer; provided that on the Business Day preceding each Distribution Date, all interest and other investment income (net of losses and investment expenses) on funds on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Available Funds for such Distribution Date. Other than as described in the following proviso or as otherwise permitted by the Rating Agencies, funds on deposit in the Trust Accounts shall only be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day preceding the following Monthly Servicing Payment Date (to the extent necessary to pay the Primary Servicing Fee payable on such date) or the following Distribution Date. Funds deposited in a Trust Account on a Business Day which immediately precedes a Monthly Servicing Payment Date or Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight. (c) The Owner Depositor and the Issuer pledged to the Indenture Trustee all of their respective 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. Subject to the Administrator's power to instruct the Indenture Trustee pursuant to Section 2.3(b) above and Section 2.3(e) below, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Issuer. If, at any time, any Trust Account ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Administrator on its behalf) agrees, by its acceptance hereto, that it 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 to such new Trust Account. In connection with the foregoing, the Administrator agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture Trustee, the Administrator shall notify the Indenture Trustee in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (d) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (i) 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 2.3(c) and, subject to Section 2.3(b), 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; (ii) any Trust Account Property that constitutes Physical Property shall be Delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of "Delivery" and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Indenture Trustee; (iii) 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 Indenture Trustee, pending maturity or disposition, through continuous book-entry registration of such Trust Account Property as described in such paragraph; and (iv) any Trust Account Property that is an "uncertificated security" under Article 8 of the UCC and that is not governed by clause (iii) above shall be Delivered to the Indenture Trustee in accordance with paragraph (c) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee's (or its nominee's) ownership of such security. Notwithstanding anything to the contrary set forth in this Section 2.3(d), the Indenture Trustee shall have no liability or obligation in respect of any failed Delivery, as contemplated herein, other than with respect to a Delivery which fails as a result of any action or inaction on behalf of the Indenture Trustee. (e) The Administrator shall have the power, revocable for cause or upon the occurrence and during the continuance of an Administrator Default by the Indenture Trustee or by the Eligible Lender 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, the Administrator or the Eligible Lender Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (f) On the Closing Date, the Administrator, for the benefit of the CertificateholderNoteholders and the Trust, shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account Indenture Trustee an Eligible Deposit Account (the “Certificate Distribution "Collection Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust. The Certificate Distribution Collection Account shall will initially be maintained established as an Eligible Deposit Account; provided, however, that so long as (i) a segregated trust account in the long-term unsecured debt name of the related depository institution Indenture Trustee with the corporate trust department of Deutsche Bank Trust Company Americas. On the Closing Date, the Administrator shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by cause the FDIC, such account shall be deemed Trust to be an Eligible deposit the Collection Account Initial Deposit into the Collection Account. (bg) The Trust shall possess all right, title and interest in all funds on deposit from time to time in On the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided hereinClosing Date, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee Administrator, for the benefit of the Certificateholder. IfNoteholders and the Trust, at any time, shall establish and maintain in the Certificate Distribution Account ceases to be an Eligible Deposit Account, name of the Certificate Paying Agent shall within ten (10) Business Days establish a new Certificate Distribution Account as Indenture Trustee an Eligible Deposit Account and shall transfer any cash or any investments to such new Certificate Distribution (the "Reserve Account; provided"), however, bearing a designation clearly indicating that so long as (i) the long-term unsecured debt funds deposited therein are held for the benefit of the related depository institution Trust. The Reserve Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of Deutsche Bank Trust Company Americas. On the Closing Date, the Administrator shall have a credit rating cause the Trust to deposit the Reserve Account Initial Deposit into the Reserve Account. (h) On the Closing Date, the Administrator, for the benefit of investment grade or better by a nationally recognized statistical rating organizationthe Noteholders and the Trust, shall establish and (ii) such depository institution’s deposits are insured by maintain in the FDIC, such account shall be deemed to be name of the Indenture Trustee an Eligible Deposit Account (the "Capitalized Interest Account."), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust. The Capitalized Interest Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of

Establishment of Trust Accounts. (ai) The Owner TrusteeTrust Collateral Agent, on behalf of the Noteholders and the Insurer, shall establish and maintain in its own name an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust Collateral Agent on behalf of the Noteholders and the Insurer. The Collection Account shall initially be established with the Trust Collateral Agent. (ii) The Trust Collateral Agent, on behalf of the Noteholders, shall cause the Certificate Paying Agent to establish and maintain in the its own name of the Trust a distribution non-interest bearing account an Eligible Deposit Account (the “Certificate Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust Collateral Agent on behalf of the Noteholders and the Insurer. The Certificate Note Distribution Account shall initially be maintained as an Eligible Deposit Account; provided, however, that so long as (i) established with the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit AccountTrust Collateral Agent. (b) Funds on deposit in the Collection Account and the Note Distribution Account (collectively, the “Trust Accounts”) and the Lockbox Accounts shall be invested by the Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer (pursuant to standing instructions or otherwise). All such Eligible Investments shall be held by or on behalf of the Trust Collateral Agent for the benefit of the Noteholders and the Insurer, as applicable. Other than as permitted by the Rating Agencies and the Insurer, funds on deposit in any Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Distribution Date or, if earlier, on the following Insured Distribution Date. Funds deposited in a Trust Account on the day immediately preceding a Distribution Date or an Insured Distribution Date upon the maturity of any Eligible Investments are 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 Trust Collateral Agent shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account Trust Accounts and in all proceeds thereofthereof (excluding all Investment Earnings on the Collection Account) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. Except as otherwise expressly provided herein, the Certificate Distribution Account Trust Accounts shall be under the sole dominion and control of the Owner Trustee Trust Collateral Agent for the benefit of the CertificateholderNoteholders, as the case may be, and the Insurer. If, at any time, any of the Certificate Distribution Account Trust Accounts ceases to be an Eligible Deposit Account, the Certificate Paying Trust Collateral Agent (or the Servicer on its behalf) shall within ten (10) five Business Days (or such longer period as to which each Rating Agency and the Insurer may consent) establish a new Certificate Distribution Trust Account as an Eligible Deposit Account and shall transfer any cash or and/or any investments to such new Certificate Distribution Trust Account; provided. In connection with the foregoing, howeverthe Servicer agrees that, in the event that so long as (i) the long-term unsecured debt any of the related depository institution Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall have a credit rating notify the Trust Collateral Agent in writing promptly upon any of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed Trust Accounts ceasing to be an Eligible Deposit Account. (ii) With respect to the Trust Account Property, the 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, except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Trust Collateral Agent, and the Trust Collateral Agent shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes Physical Property shall be delivered to the Trust Collateral Agent in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Trust Collateral Agent or a 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 is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (C) above shall be delivered to the Trust Collateral Agent in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Trust Collateral Agent, pending maturity or disposition, through continued registration of the Trust Collateral Agent’s (or its nominee’s) ownership of such security. (g) The Servicer shall have the power, revocable by the Insurer or, with the consent of the Insurer by the Trustee or by the Owner Trustee with the consent of the Trustee, to instruct the Trust Collateral Agent to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer and the Trust Collateral Agent to carry out its respective duties hereunder.

Establishment of Trust Accounts. (a) The Owner Trustee, for the benefit of the CertificateholderCertificateholders, shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust a an interest distribution non-interest bearing account (the “"Certificate Interest Distribution Account”") and a principal distribution account (the "Certificate Principal Distribution Account"), each bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderCertificateholders. The title of the Certificate Interest Distribution Account shall be "Huntington Auto Trust 2000-A: Certificate Interest Distribution Account for the benefit of the Certificateholders." The title of the Certificate Principal Distribution Account shall be "Huntington Auto Trust 2000-A: Certificate Principal Distribution Account for the benefit of the Certificateholders." The Certificate Interest Distribution Account and the Certificate Principal Distribution Account will be maintained as an Eligible Deposit Account; provided, however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Account. (b) Accounts. The Trust shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Interest Distribution Account and the Certificate Principal Distribution Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Certificate Interest Distribution Account and the Certificate Principal Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the CertificateholderCertificateholders. If, at any time, the Certificate Interest Distribution Account or the Certificate Principal Distribution Account ceases to be an Eligible Deposit Account, the Certificate Paying Agent shall within ten (10) 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Certificate Interest Distribution Account or Certificate Principal Distribution Account, as applicable, as an Eligible Deposit Account and shall transfer any cash or any investments to such new Certificate Interest Distribution Account or Certificate Principal Distribution Account; provided, however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Accountapplicable.

Establishment of Trust Accounts. (ai) The Owner TrusteeTrust Collateral Agent, on behalf of the Noteholders and the Insurer, shall establish and maintain in its own name an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust Collateral Agent on behalf of the Noteholders and the Insurer. The Collection Account shall initially be established with the Trust Collateral Agent. (ii) The Trust Collateral Agent, on behalf of the Noteholders, shall cause the Certificate Paying Agent to establish and maintain in the its own name of the Trust a distribution non-interest bearing account an Eligible Deposit Account (the “Certificate Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust Collateral Agent on behalf of the Noteholders and the Insurer. The Certificate Note Distribution Account shall initially be maintained as an Eligible Deposit Account; provided, however, that so long as (i) established with the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit AccountTrust Collateral Agent. (b) Funds on deposit in the Collection Account and the Note Distribution Account (collectively, the “Trust Accounts”) and the Lockbox Accounts shall be invested by the Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer (pursuant to standing instructions or otherwise). All such Eligible Investments shall be held by or on behalf of the Trust Collateral Agent for the benefit of the Noteholders and the Insurer, as applicable. Other than as permitted by the Rating Agencies and the Insurer, funds on deposit in any Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Distribution Date or, if earlier, on the following Insured Distribution Date. Funds deposited in a Trust Account on the day immediately preceding a Distribution Date or an Insured Distribution Date upon the maturity of any Eligible Investments are 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) on each Distribution Date 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 Back to Contents 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 (d) of the definition of Eligible Investments. (i) The Trust Collateral Agent shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account Trust Accounts and in all proceeds thereofthereof and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. Except as otherwise expressly provided herein, the Certificate Distribution Account Trust Accounts shall be under the sole dominion and control of the Owner Trustee Trust Collateral Agent for the benefit of the CertificateholderNoteholders, as the case may be, and the Insurer. If, at any time, any of the Certificate Distribution Account Trust Accounts ceases to be an Eligible Deposit Account, the Certificate Paying Trust Collateral Agent (or the Servicer on its behalf) shall within ten (10) five Business Days (or such longer period as to which each Rating Agency and the Insurer may consent) establish a new Certificate Distribution Trust Account as an Eligible Deposit Account and shall transfer any cash or and/or any investments to such new Certificate Distribution Trust Account; provided. In connection with the foregoing, howeverthe Servicer agrees that, in the event that so long as (i) the long-term unsecured debt any of the related depository institution Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall have a credit rating notify the Trust Collateral Agent in writing promptly upon any of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed Trust Accounts ceasing to be an Eligible Deposit Account. (ii) With respect to the Trust Account Property, the 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, except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Trust Collateral Agent, and the Trust Collateral Agent shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes Physical Property shall be delivered to the Trust Collateral Agent in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Trust Collateral Agent or a 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 Back to Contents 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 is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (C) above shall be delivered to the Trust Collateral Agent in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Trust Collateral Agent, pending maturity or disposition, through continued registration of the Trust Collateral Agent’s (or its nominee’s) ownership of such security. (g) The Servicer shall have the power, revocable by the Insurer or, with the consent of the Insurer by the Trustee or by the Owner Trustee with the consent of the Trustee, to instruct the Trust Collateral Agent to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer and the Trust Collateral Agent to carry out its respective duties hereunder.

Establishment of Trust Accounts. (ai) The Owner TrusteeTrust Collateral Agent, on behalf of the Noteholders and the Insurer, shall establish and maintain in its own name an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust Collateral Agent on behalf of the Noteholders and the Insurer. The Collection Account shall initially be established with the Trust Collateral Agent. (ii) The Trust Collateral Agent, on behalf of the Noteholders, shall cause the Certificate Paying Agent to establish and maintain in the its own name of the Trust a distribution non-interest bearing account an Eligible Deposit Account (the “Certificate Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust Collateral Agent on behalf of the Noteholders and the Insurer. The Certificate Note Distribution Account shall initially be maintained as an Eligible Deposit Account; provided, however, that so long as (i) established with the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit AccountTrust Collateral Agent. (b) Funds on deposit in the Collection Account and the Note Distribution Account (together, the “Trust Accounts”) and the Lockbox Accounts shall be invested by the Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer (pursuant to standing instructions or otherwise). All such Eligible Investments shall be held by or on behalf of the Trust Collateral Agent for the benefit of the Noteholders and the Insurer, as applicable. Other than as permitted by the Rating Agencies and the Insurer, funds on deposit in any Trust Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Distribution Date or, if earlier, at the close of business on the Business Day immediately preceding the following Insured Distribution Date (except that if such Eligible Investments are obligations of the institution that maintains such Trust Account or a fund for which such institution or an Affiliate thereof serves as an investment advisor, administrator, shareholder servicing agent, custodian and/or sub-custodian, then such Eligible Investment shall be permitted to mature on the Distribution Date). Funds deposited in a Trust Account on the day immediately preceding a Distribution Date or an Insured Distribution Date upon the maturity of any Eligible Investments are required to be invested overnight. 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, and 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, 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 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 the Trust Accounts in the investment described in clause (d) of the definition of Eligible Investments. (i) The Trust Collateral Agent shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account Trust Accounts and in all proceeds thereofthereof for the benefit of the Noteholders and the Insurer and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. Except as otherwise expressly provided herein, the Certificate Distribution Account Trust Accounts shall be under the sole dominion and control of the Owner Trustee Trust Collateral Agent for the benefit of the CertificateholderNoteholders, as the case may be, and the Insurer. If, at any time, any of the Certificate Distribution Account Trust Accounts ceases to be an Eligible Deposit Account, the Certificate Paying Trust Collateral Agent (or the Servicer on its behalf) shall within ten (10) five Business Days (or such longer period as to which each Rating Agency and the Insurer may consent) establish a new Certificate Distribution Trust Account as an Eligible Deposit Account and shall transfer any cash or and/or any investments to such new Certificate Distribution Trust Account; provided. In connection with the foregoing, howeverthe Servicer agrees that, in the event that so long as (i) the long-term unsecured debt any of the related depository institution Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall have a credit rating notify the Trust Collateral Agent in writing promptly upon any of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed Trust Accounts ceasing to be an Eligible Deposit Account. (ii) With respect to the Trust Account Property, the 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, except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Trust Collateral Agent, and the Trust Collateral Agent shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes Physical Property shall be delivered to the Trust Collateral Agent in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Trust Collateral Agent or a 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 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; (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 Trust Collateral Agent’s (or its nominee’s) ownership of such security; and (F) any cash that is Trust Account Property shall be considered a “financial asset” under Article 8 of the UCC. (g) The Servicer shall have the power, revocable by the Insurer or, with the consent of the Insurer by the Trustee or by the Owner Trustee with the consent of the Trustee, to instruct the Trust Collateral Agent to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer and the Trust Collateral Agent to carry out its respective duties hereunder.

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) a “Collection Account”; and (ii) a “Reserve Account”. (b) Funds on deposit in each account specified in Section 2.3(a) above (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee (or any custodian or designated agent with respect to any amounts on deposit in such accounts) in Eligible Investments (including Eligible Investments of the Indenture Trustee) pursuant to written instructions by the Administrator; 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 by any custodian on behalf of) the Indenture Trustee for the benefit of the Issuer; provided that on the Business Day preceding each Distribution Date, all interest and other investment income (net of losses and investment expenses) on funds on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of the Available Funds for such Distribution Date. Other than as described in the following proviso or as otherwise permitted by the Rating Agencies, funds on deposit in the Trust Accounts shall only be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day preceding the following Monthly Servicing Payment Date (to the extent necessary to pay the Primary Servicing Fee payable on such date) or the following Distribution Date. Funds deposited in a Trust Account on a Business Day which immediately precedes a Monthly Servicing Payment Date or Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight. (c) The Owner Depositor and the Issuer pledged to the Indenture Trustee all of their respective 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. Subject to the Administrator’s power to instruct the Indenture Trustee pursuant to Section 2.3(b) above and Section 2.3(e) below, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Issuer. If, at any time, any Trust Account ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Administrator on its behalf) agrees, by its acceptance hereto, that it 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 to such new Trust Account. In connection with the foregoing, the Administrator agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture Trustee, the Administrator shall notify the Indenture Trustee in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (d) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (i) 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 2.3(c) and, subject to Section 2.3(b), 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; (ii) any Trust Account Property that constitutes Physical Property shall be Delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Indenture Trustee; (iii) 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 Indenture Trustee, pending maturity or disposition, through continuous book-entry registration of such Trust Account Property as described in such paragraph; and (iv) any Trust Account Property that is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (iii) above shall be Delivered to the Indenture Trustee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its nominee’s) ownership of such security. Notwithstanding anything to the contrary set forth in this Section 2.3(d), the Indenture Trustee shall have no liability or obligation in respect of any failed Delivery, as contemplated herein, other than with respect to a Delivery which fails as a result of any action or inaction on behalf of the Indenture Trustee. (e) The Administrator shall have the power, revocable for cause or upon the occurrence and during the continuance of an Administrator Default by the Indenture Trustee or by the Eligible Lender 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, the Administrator or the Eligible Lender Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (f) On the Closing Date, the Administrator, for the benefit of the CertificateholderNoteholders and the Trust, shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account Indenture Trustee an Eligible Deposit Account (the “Certificate Distribution Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the CertificateholderTrust. The Certificate Distribution Collection Account shall will initially be maintained established as an Eligible Deposit Account; provided, however, that so long as (i) a segregated trust account in the long-term unsecured debt name of the related depository institution Indenture Trustee with the corporate trust department of Deutsche Bank Trust Company Americas. On the Closing Date, the Administrator shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by cause the FDIC, such account shall be deemed Trust to be an Eligible deposit the Collection Account Initial Deposit into the Collection Account. (bg) The Trust shall possess all right, title and interest in all funds on deposit from time to time in On the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided hereinClosing Date, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee Administrator, for the benefit of the Certificateholder. IfNoteholders and the Trust, at any time, shall establish and maintain in the Certificate Distribution Account ceases to be an Eligible Deposit Account, name of the Certificate Paying Agent shall within ten (10) Business Days establish a new Certificate Distribution Account as Indenture Trustee an Eligible Deposit Account and shall transfer any cash or any investments to such new Certificate Distribution (the “Reserve Account; provided”), however, bearing a designation clearly indicating that so long as (i) the long-term unsecured debt funds deposited therein are held for the benefit of the related depository institution Trust. The Reserve Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of Deutsche Bank Trust Company Americas. On the Closing Date, the Administrator shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by cause the FDIC, such account shall be deemed Trust to be an Eligible deposit the Reserve Account Initial Deposit into the Reserve Account.