Common use of Establishment of Trust Accounts Clause in Contracts

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the name of the Indenture Trustee, an Eligible Deposit Account (the “Collection Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust. The Collection Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection Account. (ii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the name of the 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 the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve Account. (iii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the Trust, shall 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 the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the 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) solely 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 Investment Earnings on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for such Distribution Date. Other than as described in the following proviso, 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 on the following Distribution Date; provided, that 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, the holder of the Trust Certificate and the Issuer. If, at any time, any of the Trust Accounts 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.

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “"Collection Account”) "), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer. The Collection Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection AccountJPMorgan Chase Bank. (ii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, 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 TrustIssuer. 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 the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountJPMorgan Chase Bank. (iii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Capitalized Interest "Cash Capitalization Account”) "), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer. The Capitalized Interest Cash Capitalization Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of JPMorgan Chase Bank. (iv) The Administrator, for the benefit of the Issuer, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the "Principal Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer. The Principal Distribution Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of JPMorgan Chase Bank. (v) The Administrator, for the benefit of the Issuer, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the "Future Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer. On The Future Distribution Account will initially be established as a segregated trust account in the Closing Date, name of the Depositor shall deposit, or cause to be deposited, Indenture Trustee with the Capitalized Interest Account Initial Deposit into the Capitalized Interest Accountcorporate trust department of JPMorgan Chase Bank. (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Reserve Account, the Cash Capitalization Account and the Future Distribution Account (collectively, the “"Trust Accounts”") shall be invested by the Indenture Administrator 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 or the Indenture Administrator) solely pursuant to written instructions by the Administrator; provided, however, it is understood and agreed that the Indenture Administrator 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 the Indenture Administrator (or by any custodian on behalf of of) the Indenture Administrator) Trustee for the benefit of the Issuer; provided, that on the Business Day preceding each Distribution Date, Date all Investment Earnings 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 provisoproviso 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 on the following Distribution Date; provided, however, that funds deposited on deposit in a Trust Account Accounts may be invested in Eligible Investments of the Indenture Trustee which may mature so that such funds will be available on a Business Day which immediately precedes a such Monthly Servicing Payment Date or Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnightDate. (ci) The Depositor and the Issuer has 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 's power to instruct the Indenture Trustee or the Indenture Administrator, as applicable, pursuant to Section 2.3(bclause (b) above and Section 2.3(eparagraph (c)(iii) 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, the holder of the Trust Certificate Noteholders and the Issuer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator (on behalf of the Indenture Trustee and (or the Indenture AdministratorAdministrator 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 AdministratorTrustee, 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. (dii) With respect to the Trust Account Property, the Indenture Administrator Trustee agrees, by its acceptance hereof, that: (iA) 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(c2.03(c)(i) and, subject to Section 2.3(b2.03(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 Trustee shall have sole signature authority with respect thereto; (iiB) 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; (iiiC) 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 (ivD) 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 (iiiC) 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 's (or, as or its nominee, the Indenture Administrator’s or other nominee’s'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. (eiii) 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.

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below.(i) (i) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Collection Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Collection Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection AccountTrust Collateral Agent. (ii) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Reserve Note Distribution Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Reserve Note Distribution Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountTrust Collateral Agent. (iii) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Capitalized Interest Reserve Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Capitalized Interest Reserve Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest AccountTrust Collateral Agent. (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Reserve Account and the Note Distribution Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Administrator Trust Collateral Agent (or any custodian or designated agent with respect to any amounts funds on deposit in any such accountsaccount) in Eligible Investments selected in writing by the Servicer (including Eligible Investments of the Indenture Trustee or the Indenture Administrator) solely pursuant to standing instructions or otherwise). Absent receipt of such written instructions by investment direction from the Administrator; providedServicer, however, it is understood and agreed that funds on deposit in the Indenture Administrator Trust Accounts shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investmentsheld uninvested. All such Eligible Investments shall be held by the Indenture Administrator (or any custodian on behalf of the Indenture Administrator) Trust Collateral Agent for the benefit of the Issuer; provided, that on the Business Day preceding each Distribution Date, all Investment Earnings on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for such Distribution DateNoteholders. Other than as described in permitted by the following provisoRating Agencies, funds on deposit in the any Trust Accounts Account 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 immediately preceding the following Monthly Servicing Payment Date (to the extent necessary to pay the Primary Servicing Fee payable on such date) or on the following Distribution Date; provided, that funds deposited in a . All Eligible Investments will be held to maturity. Each institution at which the relevant Trust Account on a Business Day which immediately precedes a Monthly Servicing Payment Date or Distribution Date upon is maintained shall invest the maturity of any funds therein as directed in writing by the Servicer in Eligible Investments are not required to be invested overnightInvestments. (c) All Investment Earnings of moneys deposited in each Trust Account shall be deposited (or caused to be deposited) in the Collection Account on each Distribution Date by the Trust Collateral Agent and applied as Available Funds on such Distribution Date, and any loss resulting from such investments shall be charged to the related Trust Account. The Depositor Servicer will not direct the Trust Collateral Agent to make any investment of any funds held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trust Collateral Agent to make any such investment, if requested by the Trust Collateral Agent, the Servicer shall deliver to the Trust Collateral Agent an Opinion of Counsel, acceptable to the Trust Collateral Agent, to such effect. (d) The Trust Collateral Agent shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trust Collateral Agent’s negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trust Collateral Agent, in its commercial capacity as principal obligor and not as Trust Collateral Agent or as Trustee, in accordance with their terms. (e) If (i) the Servicer shall have failed to give investment directions in writing for any funds on deposit in the Trust Accounts to the Trust Collateral Agent by 1:00 p.m. Eastern Time (or such other time as may be 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 accordance with the instructions outlined in the most recent investment direction letter between the Servicer and the Issuer pledged to the Indenture Trustee Trust Collateral Agent. (i) The Trust Collateral Agent shall possess 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) for the benefit of the Noteholders and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. Subject to the Administrator’s power to instruct the Indenture Trustee or the Indenture Administrator, Except as applicable, pursuant to Section 2.3(b) above and Section 2.3(e) belowotherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Administrator on behalf of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders, the holder of the Trust Certificate and the Issuer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator Trust Collateral Agent (or the Servicer on behalf of the Indenture Trustee and the Indenture Administratorits behalf) agrees, by its acceptance hereto, that it shall within 10 five Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account. In connection with the foregoing, the Administrator Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture AdministratorTrust Collateral Agent, the Administrator Servicer shall notify the Indenture Trustee and the Indenture Administrator Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (dii) With respect to the Trust Account Property, the Indenture Administrator agrees, by its acceptance hereof, Trust Collateral Agent agrees that: (iA) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts, subject to the last sentence of Section 2.3(c) ; and, subject to Section 2.3(b)except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent, and the Indenture Administrator Trust Collateral Agent shall have sole signature authority with respect thereto; (iiB) any Trust Account Property that constitutes Physical Property shall be Delivered delivered to the Indenture Administrator on behalf of the Indenture Trustee Trust Collateral Agent 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 Trust Collateral Agent or a financial securities intermediary (as such term is defined in Section 8-313(4102(14) of the UCC) acting solely for the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent; (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.

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Collection Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Collection Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection AccountTrust Collateral Agent. (ii) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Reserve Note Distribution Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Reserve Note Distribution Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountTrust Collateral Agent. (iii) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Capitalized Interest Reserve Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Capitalized Interest Reserve Account will shall initially be established as with the Trust Collateral Agent. (iv) Upon receipt by the Issuer of a segregated trust account in Hedge Termination Payment, the name Trust Collateral Agent, on behalf of the Indenture Trustee with Noteholders, shall establish and maintain an Eligible Deposit Account (the corporate trust department “Hedge Termination Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Indenture Administrator. On Trust Collateral Agent on behalf of the Closing Date, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest AccountNoteholders. (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Reserve Account, the Note Distribution Account, the Hedge Account and the Hedge Termination Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Administrator Trust Collateral Agent (or any custodian or designated agent with respect to any amounts funds on deposit in any such accountsaccount) in Eligible Investments selected in writing by the Servicer (including Eligible Investments of the Indenture Trustee or the Indenture Administrator) solely pursuant to written standing 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 Investmentsotherwise). All such Eligible Investments shall be held by the Indenture Administrator (or any custodian on behalf of the Indenture Administrator) Trust Collateral Agent for the benefit of the Issuer; provided, that on the Business Day preceding each Distribution Date, all Investment Earnings on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for such Distribution DateNoteholders. Other than as described in permitted by the following provisoRating Agencies, funds on deposit in the any Trust Accounts Account 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 immediately preceding the following Monthly Servicing Payment 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 the extent necessary to pay the Primary Servicing Fee payable on such date) or mature on the following Distribution Date; provided, that funds ). Funds deposited in a Trust Account on the day immediately preceding 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. 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 Depositor 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 pledged 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 Indenture Trustee 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 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) for the benefit of the Noteholders and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. Subject to the Administrator’s power to instruct the Indenture Trustee or the Indenture Administrator, Except as applicable, pursuant to Section 2.3(b) above and Section 2.3(e) belowotherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Administrator on behalf of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders, the holder of the Trust Certificate and the Issuer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator Trust Collateral Agent (or the Servicer on behalf of the Indenture Trustee and the Indenture Administratorits behalf) agrees, by its acceptance hereto, that it shall within 10 five Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account. In connection with the foregoing, the Administrator Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture AdministratorTrust Collateral Agent, the Administrator Servicer shall notify the Indenture Trustee and the Indenture Administrator Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (dii) With respect to the Trust Account Property, the Indenture Administrator agrees, by its acceptance hereof, Trust Collateral Agent agrees that: (iA) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts, subject to the last sentence of Section 2.3(c) ; and, subject to Section 2.3(b)except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent, and the Indenture Administrator Trust Collateral Agent shall have sole signature authority with respect thereto; (iiB) any Trust Account Property that constitutes Physical Property shall be Delivered delivered to the Indenture Administrator on behalf of the Indenture Trustee Trust Collateral Agent 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 Trust Collateral Agent or a financial securities intermediary (as such term is defined in Section 8-313(4102(14) of the UCC) acting solely for the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent; (iiiC) 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 delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent, pending maturity or disposition, through continuous continued book-entry registration of such Trust Account Property as described in such paragraph; and; (ivE) any Trust Account Property other than cash that is an “uncertificated security” or a “security entitlement” under Article 8 of the UCC and that is not governed by clause (iiiD) above shall be Delivered delivered to the Indenture Trustee Trust Collateral Agent in accordance with paragraph (c) or (d), if applicable, of the definition of “Delivery” and shall be maintained by the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent, pending maturity or disposition, through continued registration of the Indenture TrusteeTrust Collateral Agent’s (or, as or 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 ; and (F) any cash that is Trust Account Property shall have no liability or obligation in respect of any failed Delivery, as contemplated herein, other than with respect to be considered a Delivery which fails as a result of any action or inaction on behalf “financial asset” under Article 8 of the Indenture Trustee or the Indenture AdministratorUCC. (eg) The Administrator Servicer 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, power to instruct the Indenture Trustee or the Indenture Administrator Trust Collateral Agent to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer, Servicer and the Administrator or the Owner Trustee Trust Collateral Agent to carry out its respective duties hereunder or permitting hereunder. (h) The Trust Collateral Agent acknowledges that, pursuant to the Indenture Trustee provisions of the Hedge Agreement, the Hedge Provider may be required to post collateral with the Trust Collateral Agent to secure the Hedge Provider’s obligations under the Hedge Agreement. The Trust Collateral Agent agrees to establish and maintain an Eligible Deposit Account (the “Hedge Account”) to hold such collateral, at the direction of the Servicer or the Indenture Administrator or Controlling Party if the Hedge Provider is required to carry out its duties post collateral to secure the obligations under the IndentureHedge Agreement. The Trust Collateral Agent further agrees to follow such written instructions (any such instructions received will be in accordance with the terms of the Hedge Agreement) 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. (i) To the extent that (i) the funds available in the Hedge Termination Account exceed the costs of entering into a Replacement Hedge Agreement or (ii) the Issuer determines not to replace the Hedge Agreement and the Rating Agency Condition is met with respect to such determination, the amounts in the Hedge Termination Account (other than funds used to pay the costs of entering into a Replacement Hedge Agreement, if applicable) shall be included in Available Funds and allocated in accordance with the priorities set forth in Section 5.7(a) on the following Distribution Date. In any other situation, amounts on deposit in the Hedge Termination Account at any time shall be invested pursuant to Section 5.1(b) hereof and on each Distribution Date after the creation of a Hedge Termination Account, the funds therein shall be used (i) as provided in Section 12.15 hereof and (ii) to cover any shortfalls in the amounts payable under clauses (i) through (iv) of Section 5.7(a). Any amounts remaining in the Hedge Termination Account after payment in full of the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes shall be included in Available Funds and allocated in accordance with the order of priority specified in Section 5.7(a) on the following Distribution Date.

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture AdministratorTrustee, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate Noteholders and the TrustInsurer, shall will establish and maintain in the its own name of the Indenture Trustee, an one or more Eligible Deposit Account Accounts (collectively, the “"Collection Account”) "), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIndenture Trustee on behalf of the Noteholders and the Insurer. The Collection Account will initially be established as a segregated trust account in the name of with the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection AccountTrustee. (ii) The Indenture AdministratorTrustee, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate Noteholders and the TrustInsurer, shall will establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Reserve "Note Distribution Account”) "), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIndenture Trustee on behalf of the Noteholders and the Insurer. The Reserve Note Distribution Account will initially be established as a segregated trust account in the name of with the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountTrustee. (iii) The Indenture AdministratorTrustee, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate Noteholders and the TrustInsurer, shall will establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Capitalized Interest "Spread Account”) "), bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the TrustIndenture Trustee on behalf of the Noteholders and the Insurer. The Capitalized Interest Spread Account will initially be established as a segregated trust account in the name of with the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest AccountTrustee. (biv) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Note Distribution Account (but only to the extent of deposits therein for more than one Business Day), and the Spread Account (collectively, the “"Trust Accounts”") shall will be invested by the Indenture Administrator Trustee (or any custodian or designated agent with respect to any amounts funds on deposit in any such accountsaccount) in Eligible Investments selected in writing by the Servicer (including Eligible Investments of the Indenture Trustee or the Indenture Administrator) solely pursuant to written standing 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 Investmentsotherwise). All such Eligible Investments shall will be held by the Indenture Administrator (or any custodian on behalf of the Indenture Administrator) Trustee for the benefit of the Issuer; providedNoteholders and the Insurer, that on the Business Day preceding each Distribution Date, all Investment Earnings on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available as their interests arise. Funds for such Distribution Date. Other than as described in the following proviso, funds on deposit in the any Trust Accounts shall only Account will 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 Monthly Servicing Payment Date (Distribution Date. However, if each of the Rating Agencies confirms that it would not affect the ratings assigned to the extent necessary to pay Notes and the Primary Servicing Fee payable Insurer consents, funds on such date) or deposit in the Spread Account may be invested in Eligible Investments that will mature so that funds will be available on the following Distribution Date; provided, that funds . All Eligible Investments will be held to maturity. (b) All investment earnings of moneys deposited in a the Trust Account on a Business Day which immediately precedes a Monthly Servicing Payment Date Accounts will be deposited (or Distribution Date upon caused to be deposited) by the maturity Indenture Trustee in the Collection Account, and any loss resulting from such investments will be charged to the applicable Trust Account. The Servicer will not direct the Indenture Trustee to make any investment of any Eligible Investments are not required funds held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be invested overnightperfected in such investment, in either case without any further action by any Person. (c) The Depositor Indenture Trustee will not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Indenture Trustee's negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (d) If (i) the Issuer pledged Servicer fails to give investment directions in writing for any funds on deposit in the Trust Accounts to the Indenture Trustee by 1:00 p.m. New York City Time (or such other time as may be agreed by the Issuer and Indenture Trustee) on any Business Day; or (ii) a Default or Event of Default has occurred and is continuing with respect to the Notes but the Notes have not been declared due and payable, or, if such Notes will 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 Indenture Trustee will, 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 Indenture Trustee will possess 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 will be part of the Owner Trust Estate. Subject to the Administrator’s power to instruct the Indenture Trustee or the Indenture Administrator, Except as applicable, pursuant to Section 2.3(b) above and Section 2.3(e) belowotherwise provided herein, the Trust Accounts shall will be under the sole dominion and control of the Indenture Administrator on behalf of the Indenture Trustee for the benefit of the Noteholders, the holder of the Trust Certificate Noteholders and the IssuerInsurer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator (on behalf of the Indenture Trustee and (or the Indenture AdministratorServicer on its behalf) agrees, by its acceptance hereto, that it shall will within 10 ten Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency and the Insurer may consent) establish a new Trust Account as an Eligible Deposit Account and shall will transfer any cash and/or any investments to such new Trust Account. In connection with the foregoing, the Administrator Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture AdministratorTrustee, the Administrator shall Servicer will notify the Indenture Trustee and the Indenture Administrator Insurer in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (dii) With respect to the Trust Account Property, the Indenture Administrator agrees, by its acceptance hereof, Trustee agrees that: (iA) any Trust Account Property that is held in deposit accounts shall will be held solely in the Eligible Deposit Accounts, subject to the last sentence of Section 2.3(c) ; and, subject to Section 2.3(b)except as otherwise provided herein, each such Eligible Deposit Account shall will be subject to the exclusive custody and control of the Indenture Administrator on behalf of the Indenture Trustee, and the Indenture Administrator shall Trustee will have sole signature authority with respect thereto; (iiB) any Trust Account Property that constitutes Physical Property shall "securities entitlements" will be Delivered delivered to the Indenture Administrator on behalf of the Indenture Trustee in accordance with paragraph (a) of the definition of “Delivery” UCC and shall will be held, pending maturity or disposition, solely by the Indenture Administrator on behalf of the Indenture Trustee or a financial securities intermediary (as such term is defined in Section 8-313(4102(14) 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 (ivC) any Trust Account Property other than cash that is an “uncertificated security” under Article 8 the "securities intermediary's jurisdiction," for purposes of Section 8-110 of the UCC and that is not governed by clause (iii) above UCC, shall be Delivered to the Indenture Trustee in accordance with paragraph (c) State 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 AdministratorNew York. (ef) The Administrator shall Servicer will 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 Insurer or, with the consent of the Insurer, by 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, Servicer and the Administrator or the Owner Indenture 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 Indenturehereunder.

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Collection Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Collection Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection AccountTrust Collateral Agent. (ii) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Reserve Note Distribution Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Reserve Note Distribution Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountTrust Collateral Agent. (iii) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Capitalized Interest Reserve Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Capitalized Interest Reserve Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest AccountTrust Collateral Agent. (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Reserve Account and the Note Distribution Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Administrator Trust Collateral Agent (or any custodian or designated agent with respect to any amounts funds on deposit in any such accountsaccount) in Eligible Investments selected in writing by the Servicer (including Eligible Investments of the Indenture Trustee or the Indenture Administrator) solely pursuant to standing instructions or otherwise). Absent receipt of such written instructions by investment direction from the Administrator; providedServicer, however, it is understood and agreed that funds on deposit in the Indenture Administrator Trust Accounts shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investmentsheld uninvested. All such Eligible Investments shall be held by the Indenture Administrator (or any custodian on behalf of the Indenture Administrator) Trust Collateral Agent for the benefit of the Issuer; provided, that on the Business Day preceding each Distribution Date, all Investment Earnings on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for such Distribution DateNoteholders. Other than as described in permitted by the following provisoRating Agencies, funds on deposit in the any Trust Accounts Account 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 immediately preceding the following Monthly Servicing Payment Date (to the extent necessary to pay the Primary Servicing Fee payable on such date) or on the following Distribution Date; provided, that funds deposited in a . All Eligible Investments will be held to maturity. Each institution at which the relevant Trust Account on a Business Day which immediately precedes a Monthly Servicing Payment Date or Distribution Date upon is maintained shall invest the maturity of any funds therein as directed in writing by the Servicer in Eligible Investments are not required to be invested overnightInvestments. (c) All Investment Earnings of moneys deposited in each Trust Account shall be deposited (or caused to be deposited) in the Collection Account on each Distribution Date by the Trust Collateral Agent and applied as Available Funds on such Distribution Date, and any loss resulting from such investments shall be charged to the related Trust Account. The Depositor Servicer will not direct the Trust Collateral Agent to make any investment of any funds held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trust Collateral Agent to make any such investment, if requested by the Trust Collateral Agent, the Servicer shall deliver to the Trust Collateral Agent an Opinion of Counsel, acceptable to the Trust Collateral Agent, to such effect. (d) The Trust Collateral Agent shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trust Collateral Agent’s negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trust Collateral Agent, in its commercial capacity as principal obligor and not as Trust Collateral Agent or as Trustee, in accordance with their terms. (e) If (i) the Servicer shall have failed to give investment directions in writing for any funds on deposit in the Trust Accounts to the Trust Collateral Agent by 1:00 p.m. Eastern Time (or such other time as may be agreed by the Issuer and the Issuer pledged 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 Indenture Trustee 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 accordance with the instructions outlined in the most recent investment direction letter between the Servicer and the Trust Collateral Agent. (i) The Trust Collateral Agent shall possess 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) for the benefit of the Noteholders and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. Subject to the Administrator’s power to instruct the Indenture Trustee or the Indenture Administrator, Except as applicable, pursuant to Section 2.3(b) above and Section 2.3(e) belowotherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Administrator on behalf of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders, the holder of the Trust Certificate and the Issuer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator Trust Collateral Agent (or the Servicer on behalf of the Indenture Trustee and the Indenture Administratorits behalf) agrees, by its acceptance hereto, that it shall within 10 five (5) Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account. In connection with the foregoing, the Administrator Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture AdministratorTrust Collateral Agent, the Administrator Servicer shall notify the Indenture Trustee and the Indenture Administrator Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (dii) With respect to the Trust Account Property, the Indenture Administrator agrees, by its acceptance hereof, Trust Collateral Agent agrees that: (iA) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts, subject to the last sentence of Section 2.3(c) ; and, subject to Section 2.3(b)except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent, and the Indenture Administrator Trust Collateral Agent shall have sole signature authority with respect thereto; (iiB) any Trust Account Property that constitutes Physical Property shall be Delivered delivered to the Indenture Administrator on behalf of the Indenture Trustee Trust Collateral Agent 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 Trust Collateral Agent or a financial securities intermediary (as such term is defined in Section 8-313(4102(14) of the UCC) acting solely for the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent; (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.

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Collection Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Collection Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection AccountTrust Collateral Agent. (ii) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Reserve Note Distribution Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Reserve Note Distribution Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountTrust Collateral Agent. (iii) The Indenture AdministratorTrust Collateral Agent, on behalf of the Noteholders, [shall establish and maintain in its own name]/[in the name of and for the benefit of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the name of the Indenture Trustee, establish] an Eligible Deposit Account (the “Capitalized Interest Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of [the Trust Collateral Agent on behalf of the Noteholders]/[the Trust]. The Reserve Account shall initially be established with the Trust Collateral Agent. (iv) [Upon receipt by the Issuer of a Hedge Termination Payment, the Trust Collateral Agent, on behalf of the Noteholders, shall establish and maintain an Eligible Deposit Account (the “Hedge Termination Account”), bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Trust Collateral Agent on behalf of the Noteholders.] (v) [The Trust Collateral Agent, on behalf of the Noteholders, shall establish and maintain in its own name an Eligible Deposit Account (the “Pre-Funding Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Capitalized Interest Pre-Funding Account will shall initially be established as a segregated trust account in with the name Trust Collateral Agent.] (vi) [The Trust Collateral Agent, on behalf of the Indenture Trustee Noteholders, shall establish and maintain in its own name an Eligible Deposit Account (the “Revolving Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Collateral Agent on behalf of the Noteholders. The Revolving Account shall initially be established with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest AccountTrust Collateral Agent.] (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Reserve Account and the Note Distribution Account [, [the Pre-Funding Account][, Revolving Account[,] the Capitalized Interest Account] and the [Hedge Termination Account]] (collectively, the “Trust Accounts”) shall be invested by the Indenture Administrator Trust Collateral Agent (or any custodian or designated agent with respect to any amounts funds on deposit in any such accountsaccount) in Eligible Investments selected in writing by the Servicer (including pursuant to standing instructions or otherwise)[; provided that funds on deposit in the Reserve Account shall be invested only in Eligible Investments that meet the requirements of the Indenture Trustee or Credit Risk Retention Rules]. Absent receipt of such written investment direction from the Indenture Administrator) solely pursuant to written instructions by Servicer, funds on deposit in the Administrator; provided, however, it is understood and agreed that the Indenture Administrator Trust Accounts shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investmentsheld uninvested. All such Eligible Investments shall be held by the Indenture Administrator (or any custodian on behalf of the Indenture Administrator) Trust Collateral Agent for the benefit of the Issuer; provided, that on the Business Day preceding each Distribution Date, all Investment Earnings on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for such Distribution DateNoteholders. Other than as described in permitted by the following provisoRating Agencies, funds on deposit in the any Trust Accounts Account 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 immediately preceding the following Monthly Servicing Payment Date (to the extent necessary to pay the Primary Servicing Fee payable on such date) or on the following Distribution Date; provided, that funds deposited in a . All Eligible Investments will be held to maturity. Each institution at which the relevant Trust Account on is maintained shall invest the funds therein as directed in writing by the Servicer in Eligible Investments. [The Servicer acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of each such investment or the Trust Collateral Agent’s receipt of a Business Day which immediately precedes broker confirmation. The Servicer agrees that such notifications will not be provided by the Trust Collateral Agent hereunder, and the Trust Collateral Agent shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. No statement need be made available if no activity has occurred in the relevant Trust Account during such period. [Notwithstanding anything to the contrary in the foregoing or elsewhere in this Agreement, the other Basic Documents, or in any other document, neither the Servicer nor the Seller (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Issuer, or engage in activities that would cause the Trust to fail to qualify as a Monthly Servicing Payment Date or Distribution Date upon fixed investment trust described in Treasury Regulation Section 301.7701-4(c) that is treated as a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the maturity of any Eligible Investments are not required to be invested overnightCode.]] (c) All Investment Earnings of moneys deposited in each Trust Account shall be deposited (or caused to be deposited) in the Collection Account on each Distribution Date by the Trust Collateral Agent and applied as Available Funds on such Distribution Date, and any loss resulting from such investments shall be charged to the related Trust Account. The Depositor Servicer will not direct the Trust Collateral Agent to make any investment of any funds held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trust Collateral Agent to make any such investment, if requested by the Trust Collateral Agent, the Servicer shall deliver to the Trust Collateral Agent an Opinion of Counsel, acceptable to the Trust Collateral Agent, to such effect. (d) The Trust Collateral Agent shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trust Collateral Agent’s negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trust Collateral Agent, in its commercial capacity as principal obligor and not as Trust Collateral Agent or as Trustee, in accordance with their terms. (e) If (i) the Servicer shall have failed to give investment directions in writing for any funds on deposit in the Trust Accounts to the Trust Collateral Agent by [1:00 p.m.] Eastern Time (or such other time as may be agreed by the Issuer and the Issuer pledged 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 Indenture Trustee 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 accordance with the instructions outlined in the most recent investment direction letter between the Servicer and the Trust Collateral Agent. (i) The Trust Collateral Agent shall possess 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) for the benefit of the Noteholders and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. Subject to the Administrator’s power to instruct the Indenture Trustee or the Indenture Administrator, Except as applicable, pursuant to Section 2.3(b) above and Section 2.3(e) belowotherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Administrator on behalf of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders, the holder of the Trust Certificate and the Issuer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator Trust Collateral Agent (or the Servicer on behalf of the Indenture Trustee and the Indenture Administratorits behalf) agrees, by its acceptance hereto, that it shall within 10 five (5) Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account. In connection with the foregoing, the Administrator Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture AdministratorTrust Collateral Agent, the Administrator Servicer shall notify the Indenture Trustee and the Indenture Administrator Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (dii) With respect to the Trust Account Property, the Indenture Administrator agrees, by its acceptance hereof, Trust Collateral Agent agrees that: (iA) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts, subject to the last sentence of Section 2.3(c) ; and, subject to Section 2.3(b)except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent, and the Indenture Administrator Trust Collateral Agent shall have sole signature authority with respect thereto; (iiB) any Trust Account Property that constitutes Physical Property shall be Delivered delivered to the Indenture Administrator on behalf of the Indenture Trustee Trust Collateral Agent 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 Trust Collateral Agent or a financial securities intermediary (as such term is defined in Section 8-313(4102(14) of the UCC) acting solely for the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent; (iiiC) 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 federal book-entry regulations shall be Delivered delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent, pending maturity or disposition, through continuous continued book-entry registration of such Trust Account Property as described in such paragraph; and; (ivE) any Trust Account Property other than cash that is an “uncertificated security” or a “security entitlement” under Article 8 of the UCC and that is not governed by clause (iiiD) above shall be Delivered delivered to the Indenture Trustee Trust Collateral Agent in accordance with paragraph (c) or (d), if applicable, of the definition of “Delivery” and shall be maintained by the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent, pending maturity or disposition, through continued registration of the Indenture TrusteeTrust Collateral Agent’s (or, as or 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 ; and (F) any cash that is Trust Account Property shall have no liability or obligation in respect of any failed Delivery, as contemplated herein, other than with respect to be considered a Delivery which fails as a result of any action or inaction on behalf “financial asset” under Article 8 of the Indenture Trustee or the Indenture AdministratorUCC. (eg) The Administrator Servicer 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, power to instruct the Indenture Trustee or the Indenture Administrator Trust Collateral Agent to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer, Servicer and the Administrator or the Owner Trustee Trust Collateral Agent to carry out its their respective duties hereunder or permitting hereunder. (h) [The Trust Collateral Agent acknowledges that, pursuant to the Indenture Trustee or provisions of the Indenture Administrator or Hedge Agreement, the Hedge Provider may be required to carry out its duties post collateral with the Trust Collateral Agent to secure the Hedge Provider’s obligations under the IndentureHedge Agreement. The Trust Collateral Agent agrees to establish and maintain an Eligible Deposit Account (the “Hedge Account”) to hold such collateral, at the direction of the Servicer if the Hedge Provider is required to post Collateral to secure the obligations under the Hedge Agreement. 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 the Servicer, subject to and in accordance with the terms of the Hedge Agreement.] (i) [To the extent that (i) the funds available in the Hedge Termination Account exceed the costs of entering into a replacement Hedge Agreement or (ii) the Issuer determines not to replace the Hedge Agreement and the Rating Agency Condition is met with respect to such determination, the amounts in the Hedge Termination Account (other than funds used to pay the costs of entering into a Hedge Agreement, if applicable) shall be included in Available Funds and allocated in accordance with the priorities set forth in Section 5.7[(a)] on the following Distribution Date. In any other situation, amounts on deposit in the Hedge Termination Account at any time shall be invested pursuant to Section 5.1(b) and on each Distribution Date after the creation of a Hedge Termination Account, the funds therein shall be used to cover any shortfalls in the amounts payable under clauses [(i)] through ( ) of Section 5.7[(a)], provided that in no event will the amount withdrawn from the Hedge Termination Account on such Distribution Date exceed the amount of net hedge payments that would have been required to be paid on such Distribution Date by the Hedge Provider under the terminated Hedge Agreement had there been no termination of such transaction. Any amounts remaining in the Hedge Termination Account after payment in full of the Class A-2-B Notes shall be included in Available Funds and allocated in accordance with the order of priority specified in Section 5.7[(a)] on the following Distribution Date.]

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Collection Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Collection Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection AccountTrust Collateral Agent. (ii) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Reserve Note Distribution Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Reserve Note Distribution Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountTrust Collateral Agent. (iii) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Capitalized Interest Reserve Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Capitalized Interest Reserve Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest AccountTrust Collateral Agent. (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Reserve Account and the Note Distribution Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Administrator Trust Collateral Agent (or any custodian or designated agent with respect to any amounts funds on deposit in any such accountsaccount) in Eligible Investments selected in writing by the Servicer (including Eligible Investments of the Indenture Trustee or the Indenture Administrator) solely pursuant to standing instructions or otherwise). Absent receipt of such written instructions by investment direction from the Administrator; providedServicer, however, it is understood and agreed that funds on deposit in the Indenture Administrator Trust Accounts shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investmentsheld uninvested. All such Eligible Investments shall be held by the Indenture Administrator (or any custodian on behalf of the Indenture Administrator) Trust Collateral Agent for the benefit of the Issuer; provided, that on the Business Day preceding each Distribution Date, all Investment Earnings on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for such Distribution DateNoteholders. Other than as described in permitted by the following provisoRating Agencies, funds on deposit in the any Trust Accounts Account 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 immediately preceding the following Monthly Servicing Payment Date (to the extent necessary to pay the Primary Servicing Fee payable on such date) or on the following Distribution Date; provided, that funds deposited in a . All Eligible Investments will be held to maturity. Each institution at which the relevant Trust Account on is maintained shall invest the funds therein as directed in writing by the Servicer in Eligible Investments. The Servicer acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of each such investment or the Trust Collateral Agent’s receipt of a Business Day which immediately precedes a Monthly Servicing Payment Date or Distribution Date broker confirmation. The Servicer agrees that such notifications will not be provided by the Trust Collateral Agent hereunder, and the Trust Collateral Agent shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. No statement need be made available if no activity has occurred in the maturity of any Eligible Investments are not required to be invested overnightrelevant Trust Account during such period. (c) All Investment Earnings of moneys deposited in each Trust Account shall be deposited (or caused to be deposited) in the Collection Account on each Distribution Date by the Trust Collateral Agent and applied as Available Funds on such Distribution Date, and any loss resulting from such investments shall be charged to the related Trust Account. The Depositor Servicer will not direct the Trust Collateral Agent to make any investment of any funds held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trust Collateral Agent to make any such investment, if requested by the Trust Collateral Agent, the Servicer shall deliver to the Trust Collateral Agent an Opinion of Counsel, acceptable to the Trust Collateral Agent, to such effect. (d) The Trust Collateral Agent shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trust Collateral Agent’s negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trust Collateral Agent, in its commercial capacity as principal obligor and not as Trust Collateral Agent or as Trustee, in accordance with their terms. (e) If (i) the Servicer shall have failed to give investment directions in writing for any funds on deposit in the Trust Accounts to the Trust Collateral Agent by 1:00 p.m. Eastern Time (or such other time as may be 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 accordance with the instructions outlined in the most recent investment direction letter between the Servicer and the Issuer pledged to the Indenture Trustee Trust Collateral Agent. (i) The Trust Collateral Agent shall possess 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) for the benefit of the Noteholders 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, the holder of the Trust Certificate and the Issuer. If, at any time, any of the Trust Accounts 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.Owner

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Collection Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Collection Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection AccountTrust Collateral Agent. (ii) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Reserve Note Distribution Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Reserve Note Distribution Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountTrust Collateral Agent. (iii) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Capitalized Interest Reserve Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Capitalized Interest Reserve Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest AccountTrust Collateral Agent. (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Reserve Account and the Note Distribution Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Administrator Trust Collateral Agent (or any custodian or designated agent with respect to any amounts funds on deposit in any such accountsaccount) in Eligible Investments selected in writing by the Servicer (including Eligible Investments of the Indenture Trustee or the Indenture Administrator) solely pursuant to standing instructions or otherwise). Absent receipt of such written instructions by investment direction from the Administrator; providedServicer, however, it is understood and agreed that funds on deposit in the Indenture Administrator Trust Accounts shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investmentsheld uninvested. All such Eligible Investments shall be held by the Indenture Administrator (or any custodian on behalf of the Indenture Administrator) Trust Collateral Agent for the benefit of the Issuer; provided, that on the Business Day preceding each Distribution Date, all Investment Earnings on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for such Distribution DateNoteholders. Other than as described in permitted by the following provisoRating Agencies, funds on deposit in the any Trust Accounts Account 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 immediately preceding the following Monthly Servicing Payment Date (to the extent necessary to pay the Primary Servicing Fee payable on such date) or on the following Distribution Date; provided, that funds deposited in a . All Eligible Investments will be held to maturity. Each institution at which the relevant Trust Account on a Business Day which immediately precedes a Monthly Servicing Payment Date or Distribution Date upon is maintained shall invest the maturity of any funds therein as directed in writing by the Servicer in Eligible Investments are not required to be invested overnightInvestments. (c) All Investment Earnings of moneys deposited in each Trust Account shall be deposited (or caused to be deposited) in the Collection Account on each Distribution Date by the Trust Collateral Agent and applied as Available Funds on such Distribution Date, and any loss resulting from such investments shall be charged to the related Trust Account. The Depositor Servicer will not direct the Trust Collateral Agent to make any investment of any funds held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trust Collateral Agent to make any such investment, if requested by the Trust Collateral Agent, the Servicer shall deliver to the Trust Collateral Agent an Opinion of Counsel, acceptable to the Trust Collateral Agent, to such effect. (d) The Trust Collateral Agent shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trust Collateral Agent’s negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trust Collateral Agent, in its commercial capacity as principal obligor and not as Trust Collateral Agent or as Trustee, in accordance with their terms. (e) If (i) the Servicer shall have failed to give investment directions in writing for any funds on deposit in the Trust Accounts to the Trust Collateral Agent by 1:00 p.m. Eastern Time (or such other time as may be 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 accordance with the instructions outlined in the most recent investment direction letter between the Servicer and the Issuer pledged to the Indenture Trustee Trust Collateral Agent. (i) The Trust Collateral Agent shall possess 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) for the benefit of the Noteholders and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. Subject to the Administrator’s power to instruct the Indenture Trustee or the Indenture Administrator, Except as applicable, pursuant to Section 2.3(b) above and Section 2.3(e) belowotherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Administrator on behalf of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders, the holder of the Trust Certificate and the Issuer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator Trust Collateral Agent (or the Servicer on behalf of the Indenture Trustee and the Indenture Administratorits behalf) agrees, by its acceptance hereto, that it shall within 10 five Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments 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.Trust

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate Certificate, the Swap Counterparty and the Trust, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Collection Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust. The Collection Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection Account. (ii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate Certificate, the Swap Counterparty and the Trust, shall establish and maintain in the name of the Indenture Trustee, 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 the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve Account. (iii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate Certificate, the Swap Counterparty and the Trust, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Capitalized Interest Principal Distribution Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust. The Capitalized Interest Principal Distribution Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On . (iv) The Indenture Administrator, for the Closing Datebenefit of the Noteholders, the Depositor shall deposit, or cause to be depositedholder of the Trust Certificate, the Capitalized Interest Swap Counterparty and the Trust, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account Initial (the “Swap Collateral Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust and the Swap Counterparty. The Swap Collateral Account will be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. Funds on deposit in the Swap Collateral Account shall be held separate and apart from, and shall not be commingled with, any other monies, including, without limitation, other monies of the Indenture Trustee held pursuant to this Agreement. (v) In accordance with the timing specified in Section 2.11 below, the Indenture Administrator, for the benefit of the Noteholders and the Trust, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit into Account (the Capitalized Interest “RSA Commutation Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust. The RSA Commutation Account will be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. (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) solely 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; provided further, that the Administrator shall direct the Indenture Administrator as to the investment in Eligible Investments of any funds on deposit in the Swap Collateral Account pursuant to written instructions received from the Swap Counterparty. 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, provided that on the Business Day preceding each Distribution Date, all Investment Earnings on funds on deposit therein in the Trust Accounts (other than the Swap Collateral Account and the RSA Commutation Account) 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 provisoproviso 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 on the following Distribution Date; provided, provided that 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, the holder of the Trust Certificate Certificate, the Swap Counterparty and the Issuer. If, at any time, any of the Trust Accounts 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.

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate Noteholders and the TrustInsurer, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Collection Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders and the Insurer. The Collection Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection AccountTrust Collateral Agent. (ii) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Reserve Note Distribution Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders and the Insurer. The Reserve Note Distribution Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountTrust Collateral Agent. (iii) The Indenture AdministratorUpon receipt by the Issuer of a Swap Termination Payment, for the benefit Trust Collateral Agent, on behalf of the Noteholders, the holder of the Trust Certificate Noteholders and the TrustInsurer, shall establish and maintain in the name of the Indenture Trustee, an Eligible Deposit Account (the “Capitalized Interest Swap Termination 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 Trust Collateral Agent on behalf of the Indenture Trustee with Noteholders and the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest AccountInsurer. (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Note Distribution Account and the Swap Termination Account (collectively, the “Trust Accounts”) and the Lockbox Accounts shall be invested by the Indenture Administrator Trust Collateral Agent (or any custodian or designated agent with respect to any amounts funds on deposit in any such accountsaccount) in Eligible Investments selected in writing by the Servicer (including Eligible Investments of the Indenture Trustee or the Indenture Administrator) solely pursuant to written standing 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 Investmentsotherwise). All such Eligible Investments shall be held by the Indenture Administrator (or any custodian on behalf of the Indenture Administrator) Trust Collateral Agent for the benefit of the Issuer; providedNoteholders and the Insurer, that on the Business Day preceding each Distribution Date, all Investment Earnings on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for such Distribution Dateas applicable. Other than as described in permitted by the following provisoRating Agencies and the Insurer, funds on deposit in the any Trust Accounts Account 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 immediately preceding the following Monthly Servicing Payment 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 the extent necessary to pay the Primary Servicing Fee payable on such date) or mature on the following Distribution Date; provided, that funds ). Funds deposited in a Trust Account on the day immediately preceding a Business Day which immediately precedes a Monthly Servicing Payment Distribution Date or an Insured Distribution Date upon the maturity of any Eligible Investments are not 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 Depositor 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 pledged 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 Indenture Trustee 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 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) 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. Subject to the Administrator’s power to instruct the Indenture Trustee or the Indenture Administrator, Except as applicable, pursuant to Section 2.3(b) above and Section 2.3(e) belowotherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Administrator on behalf of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders, as the holder of the Trust Certificate case may be, and the IssuerInsurer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator Trust Collateral Agent (or the Servicer on behalf of the Indenture Trustee and the Indenture Administratorits behalf) agrees, by its acceptance hereto, that it shall within 10 five Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency and the Insurer may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account. In connection with the foregoing, the Administrator Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture AdministratorTrust Collateral Agent, the Administrator Servicer shall notify the Indenture Trustee and the Indenture Administrator Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (dii) With respect to the Trust Account Property, the Indenture Administrator agrees, by its acceptance hereof, Trust Collateral Agent agrees that: (iA) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts, subject to the last sentence of Section 2.3(c) ; and, subject to Section 2.3(b)except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent, and the Indenture Administrator Trust Collateral Agent shall have sole signature authority with respect thereto; (iiB) any Trust Account Property that constitutes Physical Property shall be Delivered delivered to the Indenture Administrator on behalf of the Indenture Trustee Trust Collateral Agent 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 Trust Collateral Agent or a financial securities intermediary (as such term is defined in Section 8-313(4102(14) of the UCC) acting solely for the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent; (iiiC) 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 delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent, pending maturity or disposition, through continuous continued book-entry registration of such Trust Account Property as described in such paragraph; and; (ivE) any Trust Account Property other than cash that is an “uncertificated security” or a “security entitlement” under Article 8 of the UCC and that is not governed by clause (iiiD) above shall be Delivered delivered to the Indenture Trustee Trust Collateral Agent in accordance with paragraph (c) or (d), if applicable, of the definition of “Delivery” and shall be maintained by the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent, pending maturity or disposition, through continued registration of the Indenture TrusteeTrust Collateral Agent’s (or, as or 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 ; and (F) any cash that is Trust Account Property shall have no liability or obligation in respect of any failed Delivery, as contemplated herein, other than with respect to be considered a Delivery which fails as a result of any action or inaction on behalf “financial asset” under Article 8 of the Indenture Trustee or the Indenture AdministratorUCC. (eg) The Administrator Servicer shall have the power, revocable for cause or upon the occurrence and during the continuance of an Administrator Default by the Indenture Insurer or, with the consent of the Insurer by the 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 Trust Collateral Agent to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer, Servicer and the Administrator or the Owner Trustee Trust Collateral Agent to carry out its respective duties hereunder or permitting hereunder. (h) The Trust Collateral Agent acknowledges that, pursuant to the Indenture Trustee 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, at the direction of the Servicer or the Indenture Administrator or Controlling Party if the Swap Provider is required to carry out its duties post Collateral to secure the obligations under the IndentureSwap Agreement. 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. (i) To the extent that (i) the funds available in the Swap Termination Account exceed the costs of entering into a Replacement Swap Agreement or (ii) the Issuer determines with the consent of the Insurer (so long as the Insurer is the Controlling Party) not to replace the Swap Agreement and the Rating Agency Condition is met with respect to such determination, the amounts in the Swap Termination Account (other than funds used to pay the costs of entering into a Replacement Swap Agreement, if applicable) shall be included in Available Funds and allocated in accordance with the priorities set forth in Section 5.7(a) on the following Distribution Date. In any other situation, amounts on deposit in the Swap Termination Account at any time shall be invested pursuant to Section 5.1(b) hereof and on each Distribution Date after the creation of a Swap Termination Account, the funds therein shall be used (i) as provided in Section 12.15 hereof and (ii) to cover any shortfalls in the amounts payable under clauses (i) through (iv) of Section 5.7(a) (prior to any withdrawal from the Spread Account), provided that in no event will the amount withdrawn from the Swap Termination Account on such Distribution Date exceed the amount of net swap payments that would have been required to be paid on such Distribution Date under the terminated Swap Agreement had there been no termination of such transaction. Any amounts remaining in the Swap Termination Account after payment in full of the Class A-4-A Notes and Class A-4 B Notes shall be included in Available Funds and allocated in accordance with the order of priority specified in Section 5.7(a) on the following Distribution Date.

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Collection Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer, the Securities Insurer and the Swap Counterparty. The Collection Account will initially be established as a segregated trust account at KeyBank National Association in the name of the Indenture Trustee with the corporate trust department of the Indenture AdministratorTrustee. On the Closing Date, the Depositor shall deposit, or cause to be deposited, The Seller will make an initial deposit into the Collection Account Initial Deposit into on the Collection AccountClosing Date of cash or certain Eligible Investments equal to $4,522,937. (ii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, 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 TrustIssuer, the Securities Insurer and the Swap Counterparty. The Reserve Account will initially be established as a segregated trust account at KeyBank National Association in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountTrustee. (iii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Capitalized Interest "Pre-Funding Account”) "), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer, the Swap Counterparty and the Securities Insurer. The Capitalized Interest Pre-Funding Account will initially be established as a segregated trust account at KeyBank National Association in the name of the Indenture Trustee. (iv) The Administrator, for the benefit of the Issuer, shall establish and maintain in the name of the Indenture Trustee with an Eligible Deposit Account (the corporate "Escrow Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer, the Swap Counterparty and the Securities Insurer. The Escrow Account will initially be established as a segregated trust department account at KeyBank National Association in the name of the Indenture Trustee. (v) The Administrator. On , for the Closing Datebenefit of the Issuer, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the "Cap Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer, the Depositor Swap Counterparty and the Securities Insurer. The Cap Account will initially be established as a segregated trust account at KeyBank National Association in the name of the Indenture Trustee. (vi) The Administrator, for the benefit of the Issuer, shall depositestablish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the "Demand Deposit Account"), or cause to be depositedbearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer, the Capitalized Interest Swap Counterparty and the Securities Insurer. The Demand Deposit Account Initial Deposit into will initially be established as a segregated trust account at KeyBank National Association in the Capitalized Interest Accountname of the Indenture Trustee. (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Reserve Account, the Pre-Funding Account, the Cap Account, the Demand Deposit Account and the Escrow Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Administrator 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 or the Indenture Administrator) solely pursuant to written instructions by the Administrator; provided, however, it is understood and agreed that neither the Administrator nor the Indenture Administrator Trustee shall not be liable for the selection of, or any loss arising from such investment in, in Eligible Investments. All such Eligible Investments shall be held by the Indenture Administrator (or by any custodian on behalf of of) the Indenture Administrator) Trustee for the benefit of the Issuer; provided, provided that on the Business Day preceding each Distribution Date, Date all Investment Earnings 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 provisoproviso 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 on the following Distribution Date; provided, however, that funds on deposit in Trust Accounts may, and all funds on deposit in the Cap Account shall, be invested in Eligible Investments of the Indenture Trustee which may mature so that such funds will be available on such 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) (i) The Depositor Indenture Trustee, on behalf of the Noteholders, the Securities Insurer and the Issuer pledged to the Indenture Trustee Swap Counterparty, shall possess 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 Indenture Trust Estate. Subject to the Administrator’s power to instruct the Indenture Trustee or the Indenture Administrator, as applicable, pursuant to Section 2.3(bparagraph (b) above and Section 2.3(eparagraph (c)(iii) 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, the holder of the Trust Certificate Securities Insurer and the IssuerSwap Counterparty. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator (on behalf of the Indenture Trustee and (or the Indenture AdministratorAdministrator on its behalf) agrees, by its acceptance hereto, that it shall within 10 5 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency and the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing) 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 AdministratorTrustee, the Administrator shall notify the Indenture Trustee Trustee, the Securities Insurer and the Indenture Administrator Swap Counterparty, in writing writing, promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (d) With respect to . In the Trust Account Property, event that Key Bank USA National Association is no longer 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)Master Servicer, the Indenture Trustee shall, at the written direction of the Securities Insurer (provided that no Securities Insurer Default has occurred and the Indenture Administrator shall have no liability or obligation in respect of any failed Deliveryis continuing), as contemplated herein, establish new Trust Accounts at an institution 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 AdministratorKey Bank USA National Association. (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.

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Collection Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer. The Collection Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection AccountJPMorgan Chase Bank. (ii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, 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 TrustIssuer. 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 the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountJPMorgan Chase Bank. (iii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Capitalized Interest Cash Capitalization Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer. The Capitalized Interest Cash Capitalization Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of JPMorgan Chase Bank. (iv) The Administrator, for the benefit of the Issuer, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Principal Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer. The Principal Distribution Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of JPMorgan Chase Bank. (v) The Administrator, for the benefit of the Issuer, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Future Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer. On The Future Distribution Account will initially be established as a segregated trust account in the Closing Date, name of the Depositor shall deposit, or cause to be deposited, Indenture Trustee with the Capitalized Interest Account Initial Deposit into the Capitalized Interest Accountcorporate trust department of JPMorgan Chase Bank. (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Reserve Account, the Cash Capitalization Account and the Future Distribution Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Administrator 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 or the Indenture Administrator) solely pursuant to written instructions by the Administrator; provided, however, it is understood and agreed that the Indenture Administrator 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 the Indenture Administrator (or by any custodian on behalf of of) the Indenture Administrator) Trustee for the benefit of the Issuer; provided, that on the Business Day preceding each Distribution Date, Date all Investment Earnings 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 provisoproviso 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 on the following Distribution Date; provided, however, that funds deposited on deposit in a Trust Account Accounts may be invested in Eligible Investments of the Indenture Trustee which may mature so that such funds will be available on a Business Day which immediately precedes a such Monthly Servicing Payment Date or Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnightDate. (ci) The Depositor and the Issuer has 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(bclause (b) above and Section 2.3(eparagraph (c)(iii) 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, the holder of the Trust Certificate Noteholders and the Issuer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator (on behalf of the Indenture Trustee and (or the Indenture AdministratorAdministrator 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 AdministratorTrustee, 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. (dii) With respect to the Trust Account Property, the Indenture Administrator Trustee agrees, by its acceptance hereof, that: (iA) 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(c2.03(c)(i) and, subject to Section 2.3(b2.03(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 Trustee shall have sole signature authority with respect thereto; (iiB) 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; (iiiC) 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 (ivD) 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 (iiiC) 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 or 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. (eiii) 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.

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture AdministratorTrustee, for the benefit of the Noteholders, Noteholders for a Series of Notes (or one or more Series of Notes ratably secured by the holder of the Trust Certificate and the Trustsame Financed Student Loans), shall establish and maintain in the name of the Indenture Trustee, an Eligible Deposit Account (the “Collection Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit Trustee each of the Trust. The Collection Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection Account. (ii) , the Note Payment Account, the Expense Account, the Advance Account and, if applicable, the Reserve Account and the Pre-Funding Account. The Indenture AdministratorEligible Lender Trustee, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustCertificateholders, shall establish and maintain in the name of the Indenture Trustee, Eligible Lender Trustee the Certificate Distribution Account. The foregoing accounts are referred to collectively as the "Trust Accounts." Each such Trust Account shall be an Eligible Deposit Account (and, except for the “Reserve Certificate Distribution Account”) bearing a designation clearly indicating that the funds deposited therein are held , shall be entitled as follows: "[Name of Account] for the benefit of the Trust. The Reserve Account will initially be established [Name of Issuer] and [Name of Indenture Trustee], as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve Account. (iii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the name of the Indenture Trustee, an Eligible Deposit as their interests may appear." The Certificate Payment Account (the “Capitalized Interest Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit shall be entitled as follows: "[Name 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 the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest Issuer] Certificate Payment Account." (b) Funds on deposit in each account specified in Section 2.3(a) above (collectively, the “Trust Accounts”) Accounts shall be invested by the Indenture Administrator (or any custodian or designated agent with respect to any amounts on deposit Trustee and, in such accounts) the case of the Certificate Distribution Account, the Eligible Lender Trustee, in Eligible Investments (including Eligible Investments of the Indenture Trustee or the Indenture Administrator) solely pursuant to written instructions by from the AdministratorAdministrator on behalf of the Issuer; provided, however, it is understood and agreed that the Indenture Administrator Trustee and the Eligible Lender Trustee shall not be liable for the selection of, or any loss arising from such investment in, in Eligible Investments. All such Eligible Investments shall be held by the Indenture Administrator (or any custodian on behalf of Trustee and the Indenture Administrator) Eligible Lender Trustee for the benefit of the Issuer; provided, that on . Except as may be specified otherwise in the Business Day preceding each Distribution DateTransfer and Servicing Agreement, all Investment Earnings interest and other investment income (net of losses and investment expenses) on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for such Distribution Date. Other than as described in the following proviso, funds on deposit in the Trust Accounts shall be deposited in the Collection Account on the Business Day preceding each Payment Date or Quarterly Payment Date; provided, however, that net investment income on funds on deposit in the Certificate Distribution Account need only be transferred to the Collection Account when the amount of such investment income exceeds $1,000, but at least annually. Funds on deposit in the Trust Accounts shall be invested in Eligible Investments that will mature or otherwise be available so that such funds will be available at the close of business on the Business Day preceding the following Monthly Servicing Payment Date (day on which funds in the applicable Trust Account may be required to be withdrawn; provided, however, that funds on deposit in such Trust Accounts may be invested in Eligible Investments of the extent necessary to pay Indenture Trustee or of the Primary Servicing Fee payable on Eligible Lender Trustee in the case of the Certificate Distribution Account which may mature so that such date) or funds will be available on the following Distribution Date; provided, that funds Business Day. Funds deposited in a Trust Account on a Business Day which that immediately precedes a Monthly Servicing Payment Date or Distribution Quarterly Payment Date upon the maturity of any Eligible Investments are not required to be invested overnightovernight unless otherwise directed by telephone or facsimile and confirmed within 24 hours in writing by the Administrator. (ci) The Depositor and Indenture Trustee (or the Issuer pledged Eligible Lender Trustee with respect to the Indenture Trustee Certificate Distribution Account) shall possess 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 's power to instruct the Indenture Trustee or the Indenture Administrator, as applicable, give instructions pursuant to Section 2.3(bparagraph (b) above and Section 2.3(eparagraph (c) (iii) below, the Trust Accounts shall be under the sole dominion and control of the Indenture Administrator on behalf of Trustee (or the Indenture Eligible Lender Trustee with respect to the Certificate Distribution Account) for the benefit of the Noteholders, the holder of the Trust Certificate Noteholders (and the IssuerCertificateholders). If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator (Administrator, on behalf of the Indenture Trustee and the Indenture Administrator) agreesIssuer, by its acceptance hereto, agrees that it shall within 10 Business Days (or such longer period, period not to exceed 30 calendar days, days as to which each the Rating Agency Agencies 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 Administrator, on behalf of the Issuer, agrees that, in the event that if any of the Trust Accounts are not accounts with the Indenture AdministratorTrustee (or the Eligible Lender Trustee with respect to the Certificate Distribution Account), the Administrator shall notify the Indenture Trustee and the Indenture Administrator Eligible Lender Trustee in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (dii) With respect to the Trust Account Property, the Indenture Administrator Trustee agrees (or, with respect to the Certificate Distribution Account, the Eligible Lender Trustee agrees), by its acceptance hereofthereof, that: (iA) 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) 6.1(c)(i); and, subject to Section 2.3(b6.1(b), each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Administrator on behalf of Trustee (or the Indenture TrusteeEligible Lender Trustee with respect to the Certificate Distribution Account), and the Indenture Administrator Trustee (or the Eligible Lender Trustee with respect to the Certificate Payment Account) shall have sole signature authority with respect thereto; (iiB) 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) Article 8 of the UCC) acting solely for the Indenture Administrator on behalf of the Indenture Trustee; (iiiC) any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to Federal federal book-entry regulations regulation 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 continued book-entry registration of such Trust Account Property as described in such paragraph; and (ivD) 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 (iiiC) 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 's (or, as or its nominee, the Indenture Administrator’s or other nominee’s'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. (eiii) 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 Eligible Lender 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 (or the Eligible Lender Trustee with respect to the Certificate Distribution Account) for the purpose of permitting the Master Servicer, the Administrator or the Owner Eligible Lender Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee or the Indenture Administrator or to carry out its duties under the Indenture.

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator (with respect to clauses (i), (ii), (iii) and (v) below) or the London Paying Agent (with respect to clause (iv) below), as applicable, the following Eligible Deposit Accounts as more fully described below. (i) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the name of the Indenture Trustee, an Eligible Deposit Account (the “Collection Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust. The Collection Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection Account. (ii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the name of the 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 the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve Account. (iii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the Trust, shall 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 the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest Account. (iv) The London Paying Agent, with respect to the Class A-4B Notes, for the benefit of the Class A-4B Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the name of the Indenture Trustee, an Eligible Deposit Account (the “Euro Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust and the Class A-4B Noteholders. If required, each Euro Account initially will be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the London Paying Agent. Amounts held in the Euro Account shall be held uninvested. (v) The Indenture Administrator, with respect to the Class A-4B Notes, for the benefit of the Class A-4B Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the name of the Indenture Trustee, one or more Eligible Deposit Accounts (the “Swap Custody Accounts” or “Currency Swap Agreement Collateral Accounts”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust and the Class A-4B Noteholders. If required, each Swap Custody Account initially will be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. (b) Funds on deposit in each account specified in Section 2.3(a) above (collectively, the “Trust Accounts”) (other than any Euro Account) 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) solely 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 Investment Earnings on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for such Distribution Date. Other than as described in the following provisoproviso or as otherwise permitted by the Rating Agencies, funds on deposit in the Trust Accounts (other than any Euro Account) shall only be invested in Eligible Investments that will mature so that such funds will be available (i) 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), (ii) at the close of business on the third Business Day preceding the following Distribution Date (to the extent necessary to pay any funds to the Swap Counterparty on such date) or (iii) on the following Distribution Date; provided, that funds deposited in a Trust Account (other than any Euro 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 Trustee, the Indenture Administrator or the Indenture AdministratorLondon Paying Agent, 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 or the London Paying Agent, as applicable, on behalf of the Indenture Trustee for the benefit of the Noteholders, the holder of the Trust Certificate and the Issuer. If, at any time, any of the Trust Accounts (other than any Euro 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 (other than any Euro Account) ceasing to be an Eligible Deposit Account. (d) With respect to the Trust Account PropertyProperty (other than any Trust Account Property in any Euro Account), 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.

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Collection Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer. The Collection Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection AccountThe Bank of New York. (ii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, 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 TrustIssuer. 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 the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountThe Bank of New York. (iii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Capitalized Interest Cash Capitalization Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer. The Capitalized Interest Cash Capitalization Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of The Bank of New York. (iv) The Administrator, for the benefit of the Issuer, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Principal Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer. The Principal Distribution Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of The Bank of New York. (v) The Administrator, for the benefit of the Issuer, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Borrower Benefit Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer. On The Borrower Benefit Account will initially be established as a segregated trust account in the Closing Datename of the Indenture Trustee with the corporate trust department of The Bank of New York. (vi) The Administrator, for the Depositor benefit of the Issuer, shall depositestablish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Future Distribution Account”), or cause to bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer. The Future Distribution Account will initially be deposited, established as a segregated trust account in the Capitalized Interest Account Initial Deposit into name of the Capitalized Interest AccountIndenture Trustee with the corporate trust department of The Bank of New York. (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Reserve Account, the Cash Capitalization Account, the Future Distribution Account and the Borrower Benefit Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Administrator 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 or the Indenture AdministratorTrustee) solely pursuant to written instructions by the Administrator; provided, however, it is understood and agreed that the Indenture Administrator 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 the Indenture Administrator (or by any custodian on behalf of of) the Indenture Administrator) Trustee for the benefit of the Issuer; provided, that provided that: (i) on or before the Business Day preceding each Quarterly Distribution Date (or on that Quarterly Distribution Date or Monthly Allocation Date, in the case of amounts in money market accounts), all Investment Earnings on funds on deposit therein in each Trust Account (other than the Borrower Benefit Account) shall be deposited into the Collection Account and shall be deemed to constitute a portion of included in the Available Funds for such Quarterly Distribution Date; and (ii) all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Borrower Benefit Account shall be retained therein until withdrawn pursuant to Section 2.08A of this Agreement. Other than as described in the following provisoproviso 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 Allocation Date (to the extent necessary such funds are needed to pay make required deposits into the Primary Servicing Fee payable Future Distribution Account on such dateMonthly Allocation Date) or on the following Quarterly Distribution Date (or on that Quarterly Distribution Date or Monthly Allocation Date; provided, that funds in the case of amounts in money market accounts). Funds deposited in a Trust Account on a Business Day which immediately precedes a Monthly Servicing Payment Allocation Date or a Quarterly Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight. Funds on deposit in the Future Distribution Account 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 next Auction Rate Quarterly Distribution Date or Quarterly Distribution Date, as applicable, on which such amounts will be distributed. (ci) The Depositor and the Issuer have 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(b2.03(b) above and Section 2.3(e2.03(c)(iii) 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, the holder of the Trust Certificate Noteholders and the Issuer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator (on behalf of the Indenture Trustee and (or the Indenture AdministratorAdministrator 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 AdministratorTrustee, 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. (dii) With respect to the Trust Account Property, the Indenture Administrator Trustee agrees, by its acceptance hereof, that: (iA) 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(c2.03(c)(i) and, subject to Section 2.3(b2.03(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 Trustee shall have sole signature authority with respect thereto; (iiB) 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; (iiiC) any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to Federal book-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 (ivD) 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 (iiiC) 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 or 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 AdministratorTrustee. (eiii) 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.

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “"Collection Account”) "), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer. The Collection Account will initially be established as a segregated trust account at KeyBank National Association in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection AccountTrustee. (ii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, 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 TrustIssuer. The Reserve Account will initially be established as a segregated trust account at KeyBank National Association in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountTrustee. (iii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Capitalized Interest "Pre-Funding Account”) "), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer. The Capitalized Interest Pre-Funding Account will initially be established as a segregated trust account at KeyBank National Association in the name of the Indenture Trustee. (iv) The Administrator, for the benefit of the Issuer, shall establish and maintain in the name of the Indenture Trustee with an Eligible Deposit Account (the corporate " Escrow Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer. The Escrow Account will initially be established as a segregated trust department account at KeyBank National Association in the name of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest AccountTrustee. (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Reserve Account, the Pre-Funding Account and the Escrow Account (collectively, the “"Trust Accounts”") shall be invested by the Indenture Administrator 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 or the Indenture Administrator) solely pursuant to written instructions by the Administrator; providedPROVIDED, howeverHOWEVER, it is understood and agreed that neither the Administrator nor the Indenture Administrator Trustee shall not be liable for the selection of, or any loss arising from such investment in, in Eligible Investments. All such Eligible Investments shall be held by the Indenture Administrator (or by any custodian on behalf of of) the Indenture Administrator) Trustee for the benefit of the Issuer; provided, provided that on the Business Day preceding each Distribution Date, Date all Investment Earnings 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 provisoproviso 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 on the following Distribution Date; providedPROVIDED, HOWEVER, that funds on deposit in Trust Accounts may be invested in Eligible Investments of the Indenture Trustee which may mature so that such funds will be available on such 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. (ci) The Depositor and the Issuer pledged to the Indenture Trustee shall possess 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 's power to instruct the Indenture Trustee or the Indenture Administrator, as applicable, pursuant to Section 2.3(bparagraph (b) above and Section 2.3(eparagraph (c)(iii) 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, the holder of the Trust Certificate and the Issuer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator (on behalf of the Indenture Trustee and (or the Indenture AdministratorAdministrator 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 AdministratorTrustee, 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. (dii) With respect to the Trust Account Property, the Indenture Administrator Trustee agrees, by its acceptance hereof, that: (iA) 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) 5.01(c)(i); and, subject to Section 2.3(b5.01(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 Trustee shall have sole signature authority with respect thereto; (iiB) 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) other Person acting solely for the Indenture Administrator on behalf Trustee as required for Delivery; (C) In the event that the Indenture Trustee, in its capacity as securities intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in the Trust Accounts or any security entitlement credited thereto, the Indenture Trustee, in its capacity as securities intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee; (iii) . The financial assets and other items deposited to the Trust Accounts will not be subject to deduction, set-off, banker's lien, or 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 other right in accordance with paragraph (b) favor of the definition of “Delivery” and shall be maintained by any person other than the Indenture Administrator on behalf of Trustee (except that the Indenture Trustee, pending maturity or disposition, through continuous book-entry registration of such Trust Account Property in its capacity as described in such paragraph; and securities intermediary may set off (ivi) 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 all amounts due 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 it in respect of any failed Deliveryits customary fees and expenses for the routine maintenance and operation of the Trust Accounts, as contemplated herein, other than with respect to a Delivery which fails as a result and (ii) the face amount of any action checks which have been credited to the Trust Accounts but are subsequently returned unpaid because of uncollected or inaction on behalf of the Indenture Trustee or the Indenture Administratorinsufficient funds). (eiii) 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 Eligible Lender 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 ServicerServicers, the Administrator or the Owner Eligible Lender 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.

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the name of the Indenture Trustee, an Eligible Deposit Account (the “Collection Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust. The Collection Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection Account. (ii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the name of the 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 the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve Account. (iii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the Trust, shall 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 the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest Account. (iv) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the name of the 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 the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Add-On Consolidation Loan Account Initial Deposit into the 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 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) solely 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, provided that on the Business Day preceding each Distribution Date, all Investment Earnings 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 provisoproviso 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 on 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, and provided further, that 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, the holder of the Trust Certificate and the Issuer. If, at any time, any of the Trust Accounts 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.

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate Noteholders and the TrustInsurer, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Collection Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders and the Insurer. The Collection Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection AccountTrust Collateral Agent. (ii) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Reserve Note Distribution Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders and the Insurer. The Reserve Note Distribution Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountTrust Collateral Agent. (iii) The Indenture AdministratorUpon receipt by the Issuer of a Hedge Termination Payment, for the benefit Trust Collateral Agent, on behalf of the Noteholders, the holder of the Trust Certificate Noteholders and the TrustInsurer, shall establish and maintain in the name of the Indenture Trustee, an Eligible Deposit Account (the “Capitalized Interest Hedge Termination 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 Trust Collateral Agent on behalf of the Indenture Trustee with Noteholders and the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor Insurer and shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit deposit such Hedge Termination Payment into the Capitalized Interest Hedge Termination Account. (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Note Distribution Account and the Hedge Termination Account (collectively, the “Trust Accounts”) and the Lockbox Accounts shall be invested by the Indenture Administrator Trust Collateral Agent (or any custodian or designated agent with respect to any amounts funds on deposit in any such accountsaccount) in Eligible Investments selected in writing by the Servicer (including Eligible Investments of the Indenture Trustee or the Indenture Administrator) solely pursuant to written standing 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 Investmentsotherwise). All such Eligible Investments shall be held by the Indenture Administrator (or any custodian on behalf of the Indenture Administrator) Trust Collateral Agent for the benefit of the Issuer; providedNoteholders and the Insurer, that on the Business Day preceding each Distribution Date, all Investment Earnings on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for such Distribution Dateas applicable. Other than as described in permitted by the following provisoRating Agencies and the Insurer, funds on deposit in the any Trust Accounts Account 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 immediately preceding the following Monthly Servicing Payment 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 the extent necessary to pay the Primary Servicing Fee payable on such date) or mature on the following Distribution Date; provided, that funds ). Funds deposited in a Trust Account on the day immediately preceding a Business Day which immediately precedes a Monthly Servicing Payment Distribution Date or an Insured Distribution Date upon the maturity of any Eligible Investments are not 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 Depositor 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 pledged 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 Indenture Trustee 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 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) 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. Subject to the Administrator’s power to instruct the Indenture Trustee or the Indenture Administrator, Except as applicable, pursuant to Section 2.3(b) above and Section 2.3(e) belowotherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Administrator on behalf of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders, as the holder of the Trust Certificate case may be, and the IssuerInsurer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator Trust Collateral Agent (or the Servicer on behalf of the Indenture Trustee and the Indenture Administratorits behalf) agrees, by its acceptance hereto, that it shall within 10 five Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency and the Insurer may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account. In connection with the foregoing, the Administrator Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture AdministratorTrust Collateral Agent, the Administrator Servicer shall notify the Indenture Trustee and the Indenture Administrator Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (dii) With respect to the Trust Account Property, the Indenture Administrator agrees, by its acceptance hereof, Trust Collateral Agent agrees that: (iA) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts, subject to the last sentence of Section 2.3(c) ; and, subject to Section 2.3(b)except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent, and the Indenture Administrator Trust Collateral Agent shall have sole signature authority with respect thereto; (iiB) any Trust Account Property that constitutes Physical Property shall be Delivered delivered to the Indenture Administrator on behalf of the Indenture Trustee Trust Collateral Agent 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 Trust Collateral Agent or a financial securities intermediary (as such term is defined in Section 8-313(4102(14) of the UCC) acting solely for the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent; (iiiC) 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 delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent, pending maturity or disposition, through continuous continued book-entry registration of such Trust Account Property as described in such paragraph; and; (ivE) any Trust Account Property other than cash that is an “uncertificated security” or a “security entitlement” under Article 8 of the UCC and that is not governed by clause (iiiD) above shall be Delivered delivered to the Indenture Trustee Trust Collateral Agent in accordance with paragraph (c) or (d), if applicable, of the definition of “Delivery” and shall be maintained by the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent, pending maturity or disposition, through continued registration of the Indenture TrusteeTrust Collateral Agent’s (or, as or 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 ; and (F) any cash that is Trust Account Property shall have no liability or obligation in respect of any failed Delivery, as contemplated herein, other than with respect to be considered a Delivery which fails as a result of any action or inaction on behalf “financial asset” under Article 8 of the Indenture Trustee or the Indenture AdministratorUCC. (eg) The Administrator Servicer shall have the power, revocable for cause or upon the occurrence and during the continuance of an Administrator Default by the Indenture Insurer or, with the consent of the Insurer by the 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 Trust Collateral Agent to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer, Servicer and the Administrator or the Owner Trustee Trust Collateral Agent to carry out its respective duties hereunder or permitting hereunder. (h) The Trust Collateral Agent acknowledges that, pursuant to the Indenture Trustee provisions of the Hedge Agreement, the Hedge Provider may be required to post collateral with the Trust Collateral Agent to secure the Hedge Provider’s obligations under the Hedge Agreement. The Trust Collateral Agent agrees to establish and maintain an Eligible Deposit Account (the “Hedge Account”) to hold such collateral, at the direction of the Servicer or the Indenture Administrator or Controlling Party if the Hedge Provider is required to carry out its duties post collateral to secure the obligations under the IndentureHedge Agreement. 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 the Hedge Agreement. (i) To the extent that (i) the funds available in the Hedge Termination Account exceed the costs of entering into a Replacement Hedge Agreement or (ii) the Issuer determines with the consent of the Insurer (so long as the Insurer is the Controlling Party) not to replace the Hedge Agreement and the Rating Agency Condition is met with respect to such determination, the amounts in the Hedge Termination Account (other than funds used to pay the costs of entering into a Replacement Hedge Agreement, if applicable) shall be included in Available Funds and allocated in accordance with the priorities set forth in Section 5.7(a) on the following Distribution Date. In any other situation, amounts on deposit in the Hedge Termination Account at any time shall be invested pursuant to Section 5.1(b) hereof and on each Distribution Date after the creation of a Hedge Termination Account, the funds therein shall be used (i) as provided in Section 12.15 hereof and (ii) to cover any shortfalls in the amounts payable under clauses (i) through (iv) of Section 5.7(a) (prior to any withdrawal from the Spread

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture AdministratorTrustee, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate Noteholders and the TrustInsurer, shall will establish and maintain in the its own name of the Indenture Trustee, an one or more Eligible Deposit Account Accounts (collectively, the “"Collection Account”) "), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIndenture Trustee on behalf of the Noteholders and the Insurer. The Collection Account will initially be established as a segregated trust account in the name of with the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection AccountTrustee. (ii) The Indenture AdministratorTrustee, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate Noteholders and the TrustInsurer, shall will establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Reserve "Note Distribution Account”) "), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIndenture Trustee on behalf of the Noteholders and the Insurer. The Reserve Note Distribution Account will initially be established as a segregated trust account in the name of with the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountTrustee. (iii) The Indenture AdministratorTrustee, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate Noteholders and the TrustInsurer, shall will establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Capitalized Interest "Spread Account”) "), bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the TrustIndenture Trustee on behalf of the Noteholders and the Insurer. The Capitalized Interest Spread Account will initially be established as a segregated trust account in the name of with the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest AccountTrustee. (biv) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Note Distribution Account (but only to the extent of deposits therein for more than one Business Day), and the Spread Account (collectively, the “"Trust Accounts”") shall will be invested by the Indenture Administrator Trustee (or any custodian or designated agent with respect to any amounts funds on deposit in any such accountsaccount) in Eligible Investments selected in writing by the Servicer (including Eligible Investments of the Indenture Trustee or the Indenture Administrator) solely pursuant to written standing 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 Investmentsotherwise). All such Eligible Investments shall will be held by the Indenture Administrator (or any custodian on behalf of the Indenture Administrator) Trustee for the benefit of the Issuer; providedNoteholders and the Insurer, that on the Business Day preceding each Distribution Date, all Investment Earnings on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available as their interests arise. Funds for such Distribution Date. Other than as described in the following proviso, funds on deposit in the any Trust Accounts shall only Account will 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 Monthly Servicing Payment Date (Distribution Date. However, if each of the Rating Agencies confirms that it would not affect the ratings assigned to the extent necessary to pay Notes and the Primary Servicing Fee payable Insurer consents, funds on such date) or deposit in the Spread Account may be invested in Eligible Investments that will mature so that funds will be available on the following Distribution Date; provided, that funds . All Eligible Investments will be held to maturity. (b) All investment earnings of moneys deposited in a the Trust Account on a Business Day which immediately precedes a Monthly Servicing Payment Date Accounts will be deposited (or Distribution Date upon caused to be deposited) by the maturity Indenture Trustee in the Collection Account, and any loss resulting from such investments will be charged to the applicable Trust Account. The Servicer will not direct the Indenture Trustee to make any investment of any Eligible Investments are not required funds held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be invested overnightperfected in such investment, in either case without any further action by any Person. (c) The Depositor Indenture Trustee will not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Indenture Trustee's negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (d) If (i) the Issuer pledged Servicer fails to give investment directions in writing for any funds on deposit in the Trust Accounts to the Indenture Trustee by 1:00 p.m. New York City Time (or such other time as may be agreed by the Issuer and Indenture Trustee) on any Business Day; or (ii) a Default or Event of Default has occurred and is continuing with respect to the Notes but the Notes have not been declared due and payable, or, if such Notes will 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 Indenture Trustee will, 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 Indenture Trustee will possess 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 will be part of the Owner Trust Estate. Subject to the Administrator’s power to instruct the Indenture Trustee or the Indenture Administrator, Except as applicable, pursuant to Section 2.3(b) above and Section 2.3(e) belowotherwise provided herein, the Trust Accounts shall will be under the sole dominion and control of the Indenture Administrator on behalf of the Indenture Trustee for the benefit of the Noteholders, the holder of the Trust Certificate Noteholders and the IssuerInsurer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator (on behalf of the Indenture Trustee and (or the Indenture AdministratorServicer on its behalf) agrees, by its acceptance hereto, that it shall will within 10 ten Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency and the Insurer may consent) establish a new Trust Account as an Eligible Deposit Account and shall will transfer any cash and/or any investments to such new Trust Account. In connection with the foregoing, the Administrator Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture AdministratorTrustee, the Administrator shall Servicer will notify the Indenture Trustee and the Indenture Administrator in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (dii) With respect to the Trust Account Property, the Indenture Administrator agrees, by its acceptance hereof, Trustee agrees that: (iA) any Trust Account Property that is held in deposit accounts shall will be held solely in the Eligible Deposit Accounts, subject to the last sentence of Section 2.3(c) ; and, subject to Section 2.3(b)except as otherwise provided herein, each such Eligible Deposit Account shall will be subject to the exclusive custody and control of the Indenture Administrator on behalf of the Indenture Trustee, and the Indenture Administrator shall Trustee will have sole signature authority with respect thereto; (iiB) any Trust Account Property that constitutes Physical Property shall "securities entitlements" will be Delivered delivered to the Indenture Administrator on behalf of the Indenture Trustee in accordance with paragraph (a) of the definition of “Delivery” UCC and shall will be held, pending maturity or disposition, solely by the Indenture Administrator on behalf of the Indenture Trustee or a financial securities intermediary (as such term is defined in Section 8-313(4102(14) 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 (ivC) any Trust Account Property other than cash that is an “uncertificated security” under Article 8 the "securities intermediary's jurisdiction," for purposes of Section 8-110 of the UCC and that is not governed by clause (iii) above UCC, shall be Delivered to the Indenture Trustee in accordance with paragraph (c) State 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 AdministratorNew York. (ef) The Administrator shall Servicer will 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 Insurer or, with the consent of the Insurer, by 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, Servicer and the Administrator or the Owner Indenture 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 Indenturehereunder.

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Collection Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer. The Collection Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing DateJPMorgan Chase Bank, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection AccountNational Association. (ii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, 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 TrustIssuer. 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 the Indenture Administrator. On the Closing DateJPMorgan Chase Bank, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountNational Association. (iii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Capitalized Interest Cash Capitalization Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer. The Capitalized Interest Cash Capitalization Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of JPMorgan Chase Bank, National Association. (iv) The Administrator, for the benefit of the Issuer, shall establish and maintain in the name of the Indenture AdministratorTrustee an Eligible Deposit Account (the “Principal Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer. On The Principal Distribution Account will initially be established as a segregated trust account in the Closing Datename of the Indenture Trustee with the corporate trust department of JPMorgan Chase Bank, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest AccountNational Association. (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Reserve Account and the Cash Capitalization Account Funds (collectively, the “Trust Accounts”) shall be invested by the Indenture Administrator 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 or the Indenture AdministratorTrustee) solely pursuant to written instructions by the Administrator; Administrator; provided, however, it is understood and agreed that the Indenture Administrator 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 the Indenture Administrator (or by any custodian on behalf of of) the Indenture Administrator) Trustee for the benefit of the Issuer; provided, that on . On the Business Day preceding each Distribution Date (or on that Distribution Date, in the case of amounts in money market accounts), all Investment Earnings on funds on deposit therein in each Trust Account shall be deposited into the Collection Account and shall be deemed to constitute a portion of included in the Available Funds for such Distribution Date. Other than as described in the following provisoproviso 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 on the following Distribution Date; provided, that funds . 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) (i) The Depositor and the Issuer have 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(b2.03(b) above and Section 2.3(e2.03(c)(iii) 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, the holder of the Trust Certificate Noteholders and the Issuer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator (on behalf of the Indenture Trustee and (or the Indenture AdministratorAdministrator 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 AdministratorTrustee, 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. (dii) With respect to the Trust Account Property, the Indenture Administrator Trustee agrees, by its acceptance hereof, that: (iA) 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(c2.03(c)(i) and, subject to Section 2.3(b2.03(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 Trustee shall have sole signature authority with respect thereto;thereto; (iiB) 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(48­313(4) of the UCC) acting solely for the Indenture Administrator on behalf of the Indenture Trustee;Trustee; (iiiC) any Trust Account Property that is a book-entry book­entry security held through the Federal Reserve System pursuant to Federal book-entry book­entry 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 book­entry registration of such Trust Account Property as described in such paragraph; paragraph; and (ivD) 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 (iiiC) 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 or 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 AdministratorTrustee. (eiii) 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.

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Collection Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Collection Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection AccountTrust Collateral Agent. (ii) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Reserve Note Distribution Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Reserve Note Distribution Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountTrust Collateral Agent. (iii) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Capitalized Interest Reserve Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Capitalized Interest Reserve Account will shall initially be established as with the Trust Collateral Agent. (iv) [Upon receipt by the Issuer of a segregated trust account in Hedge Termination Payment, the name Trust Collateral Agent, on behalf of the Indenture Trustee with Noteholders, shall establish and maintain an Eligible Deposit Account (the corporate trust department “Hedge Termination Account”), bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Indenture Administrator. On Trust Collateral Agent on behalf of the Closing Date, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest AccountNoteholders.] (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Reserve Account and the Note Distribution Account [and the Hedge Termination Account] (collectively, the “Trust Accounts”) shall be invested by the Indenture Administrator Trust Collateral Agent (or any custodian or designated agent with respect to any amounts funds on deposit in any such accountsaccount) in Eligible Investments selected in writing by the Servicer (including Eligible Investments of the Indenture Trustee or the Indenture Administrator) solely pursuant to standing instructions or otherwise). Absent receipt of such written instructions by investment direction from the Administrator; providedServicer, however, it is understood and agreed that funds on deposit in the Indenture Administrator Trust Accounts shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investmentsheld uninvested. All such Eligible Investments shall be held by the Indenture Administrator (or any custodian on behalf of the Indenture Administrator) Trust Collateral Agent for the benefit of the Issuer; provided, that on the Business Day preceding each Distribution Date, all Investment Earnings on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for such Distribution DateNoteholders. Other than as described in permitted by the following provisoRating Agencies, funds on deposit in the any Trust Accounts Account 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 immediately preceding the following Monthly Servicing Payment Date (to the extent necessary to pay the Primary Servicing Fee payable on such date) or on the following Distribution Date; provided, that funds deposited in a . All Eligible Investments will be held to maturity. Each institution at which the relevant Trust Account on a Business Day which immediately precedes a Monthly Servicing Payment Date or Distribution Date upon is maintained shall invest the maturity of any funds therein as directed in writing by the Servicer in Eligible Investments are not required to be invested overnightInvestments. (c) All Investment Earnings of moneys deposited in each Trust Account shall be deposited (or caused to be deposited) in the Collection Account on each Distribution Date by the Trust Collateral Agent and applied as Available Funds on such Distribution Date, and any loss resulting from such investments shall be charged to the related Trust Account. The Depositor Servicer will not direct the Trust Collateral Agent to make any investment of any funds held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trust Collateral Agent to make any such investment, if requested by the Trust Collateral Agent, the Servicer shall deliver to the Trust Collateral Agent an Opinion of Counsel, acceptable to the Trust Collateral Agent, to such effect. (d) The Trust Collateral Agent shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trust Collateral Agent’s negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trust Collateral Agent, in its commercial capacity as principal obligor and not as Trust Collateral Agent or as Trustee, in accordance with their terms. (e) If (i) the Servicer shall have failed to give investment directions in writing for any funds on deposit in the Trust Accounts to the Trust Collateral Agent by [1:00] p.m. Eastern Time (or such other time as may be 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 accordance with the instructions outlined in the most recent investment direction letter between the Servicer and the Issuer pledged to the Indenture Trustee Trust Collateral Agent. (i) The Trust Collateral Agent shall possess 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) for the benefit of the Noteholders and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. Subject to the Administrator’s power to instruct the Indenture Trustee or the Indenture Administrator, Except as applicable, pursuant to Section 2.3(b) above and Section 2.3(e) belowotherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Administrator on behalf of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders, the holder of the Trust Certificate and the Issuer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator Trust Collateral Agent (or the Servicer on behalf of the Indenture Trustee and the Indenture Administratorits behalf) agrees, by its acceptance hereto, that it shall within 10 five Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account. In connection with the foregoing, the Administrator Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture AdministratorTrust Collateral Agent, the Administrator Servicer shall notify the Indenture Trustee and the Indenture Administrator Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (dii) With respect to the Trust Account Property, the Indenture Administrator agrees, by its acceptance hereof, Trust Collateral Agent agrees that: (iA) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts, subject to the last sentence of Section 2.3(c) ; and, subject to Section 2.3(b)except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent, and the Indenture Administrator Trust Collateral Agent shall have sole signature authority with respect thereto; (iiB) any Trust Account Property that constitutes Physical Property shall be Delivered delivered to the Indenture Administrator on behalf of the Indenture Trustee Trust Collateral Agent 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 Trust Collateral Agent or a financial securities intermediary (as such term is defined in Section 8-313(4102(14) of the UCC) acting solely for the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent; (iiiC) 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 delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent, pending maturity or disposition, through continuous continued book-entry registration of such Trust Account Property as described in such paragraph; and; (ivE) any Trust Account Property other than cash that is an “uncertificated security” or a “security entitlement” under Article 8 of the UCC and that is not governed by clause (iiiD) above shall be Delivered delivered to the Indenture Trustee Trust Collateral Agent in accordance with paragraph (c) or (d), if applicable, of the definition of “Delivery” and shall be maintained by the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent, pending maturity or disposition, through continued registration of the Indenture TrusteeTrust Collateral Agent’s (or, as or 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 ; and (F) any cash that is Trust Account Property shall have no liability or obligation in respect of any failed Delivery, as contemplated herein, other than with respect to be considered a Delivery which fails as a result of any action or inaction on behalf “financial asset” under Article 8 of the Indenture Trustee or the Indenture AdministratorUCC. (eg) The Administrator Servicer 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, power to instruct the Indenture Trustee or the Indenture Administrator Trust Collateral Agent to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer, Servicer and the Administrator or the Owner Trustee Trust Collateral Agent to carry out its their respective duties hereunder or permitting hereunder. (h) [The Trust Collateral Agent acknowledges that, pursuant to the Indenture Trustee or provisions of the Indenture Administrator or Hedge Agreement, the Hedge Provider may be required to carry out its duties post collateral with the Trust Collateral Agent to secure the Hedge Provider’s obligations under the IndentureHedge Agreement. The Trust Collateral Agent agrees to establish and maintain an Eligible Deposit Account (the “Hedge Account”) to hold such collateral, at the direction of the Servicer if the Hedge Provider is required to post Collateral to secure the obligations under the Hedge Agreement. 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 the Servicer, subject to and in accordance with the terms of the Hedge Agreement.] (i) [To the extent that (i) the funds available in the Hedge Termination Account exceed the costs of entering into a replacement Hedge Agreement or (ii) the Issuer determines not to replace the Hedge Agreement and the Rating Agency Condition is met with respect to such determination, the amounts in the Hedge Termination Account (other than funds used to pay the costs of entering into a Hedge Agreement, if applicable) shall be included in Available Funds and allocated in accordance with the priorities set forth in Section 5.7(a) on the following Distribution Date. In any other situation, amounts on deposit in the Hedge Termination Account at any time shall be invested pursuant to 5.1(b) and on each Distribution Date after the creation of a Hedge Termination Account, the funds therein shall be used to cover any shortfalls in the amounts payable under clauses (i) through ( ) of Section 5.7(a), provided that in no event will the amount withdrawn from the Hedge Termination Account on such Distribution Date exceed the amount of net hedge payments that would have been required to be paid on such Distribution Date by the Hedge Provider under the terminated Hedge Agreement had there been no termination of such transaction. Any amounts remaining in the Hedge Termination Account after payment in full of the Class A-2-B Notes shall be included in Available Funds and allocated in accordance with the order of priority specified in Section 5.7(a) on the following Distribution Date.]

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate Noteholders and the TrustInsurer, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Collection Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders and the Insurer. The Collection Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection AccountTrust Collateral Agent. (ii) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Reserve Note Distribution Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders and the Insurer. The Reserve Note Distribution Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountTrust Collateral Agent. (iii) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Capitalized Interest Revolving Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders and the Insurer. The Capitalized Interest Revolving Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest AccountTrust Collateral Agent. (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Note Distribution Account and the Revolving Account (collectively, the “Trust Accounts”) and the Lockbox Accounts shall be invested by the Indenture Administrator Trust Collateral Agent (or any custodian or designated agent with respect to any amounts funds on deposit in any such accountsaccount) in Eligible Investments selected in writing by the Servicer (including Eligible Investments of the Indenture Trustee or the Indenture Administrator) solely pursuant to written standing 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 Investmentsotherwise). All such Eligible Investments shall be held by the Indenture Administrator (or any custodian on behalf of the Indenture Administrator) Trust Collateral Agent for the benefit of the Issuer; providedNoteholders and the Insurer, that on the Business Day preceding each Distribution Date, all Investment Earnings on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for such Distribution Dateas applicable. Other than as described in permitted by the following provisoRating Agencies and the Insurer, funds on deposit in the any Trust Accounts Account 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 immediately preceding the following Monthly Servicing Payment 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 the extent necessary to pay the Primary Servicing Fee payable on such date) or mature on the following Distribution Date; provided, that funds ). Funds deposited in a Trust Account on the day immediately preceding 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. 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) The Depositor and the Issuer pledged to the Indenture Trustee all All investment earnings of their respective right, title and interest moneys deposited in all funds on deposit from time to time in the each 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, the holder of the Trust Certificate and the Issuer. If, at any time, any of the Trust Accounts 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 deposited (or caused to be deposited) on each Distribution Date by the exclusive custody and control of the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent in such Trust Account, and the Indenture Administrator shall have sole signature authority with respect thereto; (ii) any Trust Account Property that constitutes Physical Property loss resulting from such investments shall be Delivered charged 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.such

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Collection Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer. The Collection Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing DateJPMorgan Chase Bank, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection AccountNational Association. (ii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, 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 TrustIssuer. 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 the Indenture Administrator. On the Closing DateJPMorgan Chase Bank, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountNational Association. (iii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Capitalized Interest Cash Capitalization Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer. The Capitalized Interest Cash Capitalization Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of JPMorgan Chase Bank, National Association. (iv) The Administrator, for the benefit of the Issuer, shall establish and maintain in the name of the Indenture AdministratorTrustee an Eligible Deposit Account (the “Principal Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer. On The Principal Distribution Account will initially be established as a segregated trust account in the Closing Datename of the Indenture Trustee with the corporate trust department of JPMorgan Chase Bank, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest AccountNational Association. (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Reserve Account and the Cash Capitalization Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Administrator 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 or the Indenture Administrator) solely pursuant to written instructions by the Administrator; provided, however, it is understood and agreed that the Indenture Administrator 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 the Indenture Administrator (or by any custodian on behalf of of) the Indenture Administrator) Trustee for the benefit of the Issuer; provided, that on the Business Day preceding each Distribution Date, Date all Investment Earnings 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 provisoproviso 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 on the following Distribution Date; provided, however, that funds deposited on deposit in a Trust Account Accounts may be invested in Eligible Investments of the Indenture Trustee which may mature so that such funds will be available on a Business Day which immediately precedes a such Monthly Servicing Payment Date or Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnightDate. (ci) The Depositor and the Issuer has pledged to the Indenture Trustee all of their respective rightrights, 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(bclause (b) above and Section 2.3(eparagraph (c)(iii) 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, the holder of the Trust Certificate Noteholders and the Issuer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator (on behalf of the Indenture Trustee and (or the Indenture AdministratorAdministrator 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 AdministratorTrustee, 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. (dii) With respect to the Trust Account Property, the Indenture Administrator Trustee agrees, by its acceptance hereof, that: (iA) 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(c2.03(c)(i) and, subject to Section 2.3(b2.03(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 Trustee shall have sole signature authority with respect thereto; (iiB) 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; (iiiC) 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 (ivD) 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 (iiiC) 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 or 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. (eiii) 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.

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “"Collection Account”) "), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer. The Collection Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection AccountJPMorgan Chase Bank. (ii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, 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 TrustIssuer. 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 the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountJPMorgan Chase Bank. (iii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Capitalized Interest "Cash Capitalization Account”) "), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer. The Capitalized Interest Cash Capitalization Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of JPMorgan Chase Bank. (iv) The Administrator, for the benefit of the Issuer, shall establish and maintain in the name of the Indenture AdministratorTrustee an Eligible Deposit Account (the "Principal Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer. On The Principal Distribution Account will initially be established as a segregated trust account in the Closing Date, name of the Depositor shall deposit, or cause to be deposited, Indenture Trustee with the Capitalized Interest Account Initial Deposit into the Capitalized Interest Accountcorporate trust department of JPMorgan Chase Bank. (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Reserve Account and the Cash Capitalization Account (collectively, the “"Trust Accounts”") shall be invested by the Indenture Administrator 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 or the Indenture Administrator) solely pursuant to written instructions by the Administrator; provided, however, it is understood and agreed that the Indenture Administrator 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 the Indenture Administrator (or by any custodian on behalf of of) the Indenture Administrator) Trustee for the benefit of the Issuer; provided, that on the Business Day preceding each Distribution Date, Date all Investment Earnings 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 provisoproviso 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 on the following Distribution Date; provided, however, that funds deposited on deposit in a Trust Account Accounts may be invested in Eligible Investments of the Indenture Trustee which may mature so that such funds will be available on a Business Day which immediately precedes a such Monthly Servicing Payment Date or Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnightDate. (ci) The Depositor and the Issuer has 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 's power to instruct the Indenture Trustee or the Indenture Administrator, as applicable, pursuant to Section 2.3(bclause (b) above and Section 2.3(eparagraph (c)(iii) 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, the holder of the Trust Certificate Noteholders and the Issuer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator (on behalf of the Indenture Trustee and (or the Indenture AdministratorAdministrator 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 AdministratorTrustee, 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. (dii) With respect to the Trust Account Property, the Indenture Administrator Trustee agrees, by its acceptance hereof, that: (iA) 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(c2.03(c)(i) and, subject to Section 2.3(b2.03(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 Trustee shall have sole signature authority with respect thereto; (iiB) 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; (iiiC) 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 (ivD) 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 (iiiC) 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 's (or, as or its nominee, the Indenture Administrator’s or other nominee’s'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. (eiii) 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.

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Collection Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer. The Collection Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection AccountThe Bank of New York. (ii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, 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 TrustIssuer. 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 the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountThe Bank of New York. (iii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Capitalized Interest Cash Capitalization Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer. The Capitalized Interest Cash Capitalization Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of The Bank of New York. (iv) The Administrator, for the benefit of the Issuer, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Principal Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer. The Principal Distribution Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of The Bank of New York. (v) The Administrator, for the benefit of the Issuer, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Borrower Benefit Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer. On The Borrower Benefit Account will initially be established as a segregated trust account in the Closing Date, name of the Depositor shall deposit, or cause to be deposited, Indenture Trustee with the Capitalized Interest Account Initial Deposit into the Capitalized Interest Accountcorporate trust department of The Bank of New York. (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Reserve Account, the Cash Capitalization Account and the Borrower Benefit Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Administrator 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 or the Indenture AdministratorTrustee) solely pursuant to written instructions by the Administrator; provided, however, it is understood and agreed that the Indenture Administrator 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 the Indenture Administrator (or by any custodian on behalf of of) the Indenture Administrator) Trustee for the benefit of the Issuer; provided, that provided that: (i) on or before the Business Day preceding each Distribution Date (or on that Distribution Date or Monthly Servicing Payment Date, in the case of amounts in money market accounts), all Investment Earnings on funds on deposit therein in each Trust Account (other than the Borrower Benefit Account) shall be deposited into the Collection Account and shall be deemed to constitute a portion of included in the Available Funds for such Distribution Date; and (ii) all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Borrower Benefit Account shall be retained therein until withdrawn pursuant to Section 2.08A of this Agreement. Other than as described in the following provisoproviso 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 on the following Distribution Date (or on that Distribution Date or Monthly Servicing Payment Date; provided, that funds in the case of amounts in money market accounts). 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. (ci) The Depositor and the Issuer have 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(b2.03(b) above and Section 2.3(e2.03(c)(iii) 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, the holder of the Trust Certificate Noteholders and the Issuer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator (on behalf of the Indenture Trustee and (or the Indenture AdministratorAdministrator 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 AdministratorTrustee, 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. (dii) With respect to the Trust Account Property, the Indenture Administrator Trustee agrees, by its acceptance hereof, that: (iA) 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(c2.03(c)(i) and, subject to Section 2.3(b2.03(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 Trustee shall have sole signature authority with respect thereto; (iiB) 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.

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “"Collection Account”) "), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer, the Securities Insurer and the Swap Counterparty. The Collection Account will initially be established as a segregated trust account at KeyBank National Association in the name of the Indenture Trustee with the corporate trust department of the Indenture AdministratorTrustee. On the Closing Date, the Depositor shall deposit, or cause to be deposited, The Seller will make an initial deposit into the Collection Account Initial Deposit into on the Collection AccountClosing Date of cash or certain Eligible Investments equal to $7,448,861. (ii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, 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 TrustIssuer, the Securities Insurer and the Swap Counterparty. The Reserve Account will initially be established as a segregated trust account at KeyBank National Association in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountTrustee. (iii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Capitalized Interest Pre-Funding Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer, the Swap Counterparty and the Securities Insurer. The Capitalized Interest Pre-Funding Account will initially be established as a segregated trust account at KeyBank National Association in the name of the Indenture Trustee. (iv) The Administrator, for the benefit of the Issuer, shall establish and maintain in the name of the Indenture Trustee with an Eligible Deposit Account (the corporate “Escrow Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer, the Swap Counterparty and the Securities Insurer. The Escrow Account will initially be established as a segregated trust department account at KeyBank National Association in the name of the Indenture Trustee. (v) The Administrator. On , for the Closing Datebenefit of the Issuer, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Cap Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer, the Depositor Swap Counterparty and the Securities Insurer. The Cap Account will initially be established as a segregated trust account at KeyBank National Association in the name of the Indenture Trustee. (vi) The Administrator, for the benefit of the Issuer, shall depositestablish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Demand Deposit Account”), or cause to be depositedbearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer, the Capitalized Interest Swap Counterparty and the Securities Insurer. The Demand Deposit Account Initial Deposit into will initially be established as a segregated trust account at KeyBank National Association in the Capitalized Interest Accountname of the Indenture Trustee. (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Reserve Account, the Pre-Funding Account, the Cap Account, the Demand Deposit Account and the Escrow Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Administrator 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 or the Indenture Administrator) solely pursuant to written instructions by the Administrator; provided, however, it is understood and agreed that neither the Administrator nor the Indenture Administrator Trustee shall not be liable for the selection of, or any loss arising from such investment in, in Eligible Investments. All such Eligible Investments shall be held by the Indenture Administrator (or by any custodian on behalf of of) the Indenture Administrator) Trustee for the benefit of the Issuer; provided, provided that on the Business Day preceding each Distribution Date, Date all Investment Earnings 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 provisoproviso 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 on the following Distribution Date; provided, however, that funds on deposit in Trust Accounts may, and all funds on deposit in the Cap Account shall, be invested in Eligible Investments of the Indenture Trustee which may mature so that such funds will be available on such 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) (i) The Depositor Indenture Trustee, on behalf of the Noteholders, the Securities Insurer and the Issuer pledged to the Indenture Trustee Swap Counterparty, shall possess 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 Indenture Trust Estate. Subject to the Administrator’s power to instruct the Indenture Trustee or the Indenture Administrator, as applicable, pursuant to Section 2.3(bparagraph (b) above and Section 2.3(eparagraph (c)(iii) 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, the holder of the Trust Certificate Securities Insurer and the IssuerSwap Counterparty. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator (on behalf of the Indenture Trustee and (or the Indenture AdministratorAdministrator on its behalf) agrees, by its acceptance hereto, that it shall within 10 5 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency and the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing) 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 AdministratorTrustee, the Administrator shall notify the Indenture Trustee Trustee, the Securities Insurer and the Indenture Administrator Swap Counterparty, in writing writing, promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (d) With respect to . In the Trust Account Property, event that Key Bank USA National Association is no longer 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)Master Servicer, the Indenture Trustee shall, at the written direction of the Securities Insurer (provided that no Securities Insurer Default has occurred and the Indenture Administrator shall have no liability or obligation in respect of any failed Deliveryis continuing), as contemplated herein, establish new Trust Accounts at an institution 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 AdministratorKey Bank USA National Association. (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.

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate Noteholders and the TrustInsurer, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Collection Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders and the Insurer. The Collection Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection AccountTrust Collateral Agent. (ii) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Reserve Note Distribution Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders and the Insurer. The Reserve Note Distribution Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountTrust Collateral Agent. (iii) The Indenture AdministratorUpon receipt by the Issuer of a Swap Termination Payment, for the benefit Trust Collateral Agent, on behalf of the Noteholders, the holder of the Trust Certificate Noteholders and the TrustInsurer, shall establish and maintain in the name of the Indenture Trustee, an Eligible Deposit Account (the “Capitalized Interest Swap Termination 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 Trust Collateral Agent on behalf of the Indenture Trustee with Noteholders and the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest AccountInsurer. (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Note Distribution Account and the Swap Termination Account (collectively, the “Trust Accounts”) and the Lockbox Accounts shall be invested by the Indenture Administrator Trust Collateral Agent (or any custodian or designated agent with respect to any amounts funds on deposit in any such accountsaccount) in Eligible Investments selected in writing by the Servicer (including Eligible Investments of the Indenture Trustee or the Indenture Administrator) solely pursuant to written standing 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 Investmentsotherwise). All such Eligible Investments shall be held by the Indenture Administrator (or any custodian on behalf of the Indenture Administrator) Trust Collateral Agent for the benefit of the Issuer; providedNoteholders and the Insurer, that on the Business Day preceding each Distribution Date, all Investment Earnings on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for such Distribution Dateas applicable. Other than as described in permitted by the following provisoRating Agencies and the Insurer, funds on deposit in the any Trust Accounts Account 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 immediately preceding the following Monthly Servicing Payment 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 the extent necessary to pay the Primary Servicing Fee payable on such date) or mature on the following Distribution Date; provided, that funds ). Funds deposited in a Trust Account on the day immediately preceding 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. 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 Depositor 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 pledged 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 Indenture Trustee 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 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) 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. Subject to the Administrator’s power to instruct the Indenture Trustee or the Indenture Administrator, Except as applicable, pursuant to Section 2.3(b) above and Section 2.3(e) belowotherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Administrator on behalf of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders, as the holder of the Trust Certificate case may be, and the IssuerInsurer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator Trust Collateral Agent (or the Servicer on behalf of the Indenture Trustee and the Indenture Administratorits behalf) agrees, by its acceptance hereto, that it shall within 10 five Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency and the Insurer may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account. In connection with the foregoing, the Administrator Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture AdministratorTrust Collateral Agent, the Administrator Servicer shall notify the Indenture Trustee and the Indenture Administrator Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (dii) With respect to the Trust Account Property, the Indenture Administrator agrees, by its acceptance hereof, Trust Collateral Agent agrees that: (iA) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts, subject to the last sentence of Section 2.3(c) ; and, subject to Section 2.3(b)except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent, and the Indenture Administrator Trust Collateral Agent shall have sole signature authority with respect thereto; (iiB) any Trust Account Property that constitutes Physical Property shall be Delivered delivered to the Indenture Administrator on behalf of the Indenture Trustee Trust Collateral Agent 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 Trust Collateral Agent or a financial securities intermediary (as such term is defined in Section 8-313(4102(14) of the UCC) acting solely for the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent; (iiiC) 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 delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent, pending maturity or disposition, through continuous continued book-entry registration of such Trust Account Property as described in such paragraph; and; (ivE) any Trust Account Property other than cash that is an “uncertificated security” or a “security entitlement” under Article 8 of the UCC and that is not governed by clause (iiiD) above shall be Delivered delivered to the Indenture Trustee Trust Collateral Agent in accordance with paragraph (c) or (d), if applicable, of the definition of “Delivery” and shall be maintained by the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent, pending maturity or disposition, through continued registration of the Indenture TrusteeTrust Collateral Agent’s (or, as or 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 ; and (F) any cash that is Trust Account Property shall have no liability or obligation in respect of any failed Delivery, as contemplated herein, other than with respect to be considered a Delivery which fails as a result of any action or inaction on behalf “financial asset” under Article 8 of the Indenture Trustee or the Indenture AdministratorUCC. (eg) The Administrator Servicer shall have the power, revocable for cause or upon the occurrence and during the continuance of an Administrator Default by the Indenture Insurer or, with the consent of the Insurer by the 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 Trust Collateral Agent to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer, Servicer and the Administrator or the Owner Trustee Trust Collateral Agent to carry out its respective duties hereunder or permitting hereunder. (h) The Trust Collateral Agent acknowledges that, pursuant to the Indenture Trustee 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, at the direction of the Servicer or the Indenture Administrator or Controlling Party if the Swap Provider is required to carry out its duties post Collateral to secure the obligations under the IndentureSwap Agreement. 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. (i) To the extent that (i) the funds available in the Swap Termination Account exceed the costs of entering into a Replacement Swap Agreement or (ii) the Issuer determines with the consent of the Insurer (so long as the Insurer is the Controlling Party) not to replace the Swap Agreement and the Rating Agency Condition is met with respect to such determination, the amounts in the Swap Termination Account (other than funds used to pay the costs of entering into a Replacement Swap Agreement, if applicable) shall be included in Available Funds and allocated in accordance with the priorities set forth in Section 5.7(a) on the following Distribution Date. In any other situation, amounts on deposit in the Swap Termination Account at any time shall be invested pursuant to 5.1(b) and on each Distribution Date after the creation of a Swap Termination Account, the funds therein shall be used (i) as provided in Section 12.5 hereof and (ii) to cover any shortfalls in the amounts payable under clauses (i) through (v) of Section 5.7(a) (prior to any withdrawal from the Spread Account), provided that in no event will the amount withdrawn from the Swap Termination Account on such Distribution Date exceed the amount of net swap payments that would have been required to be paid on such Distribution Date under the terminated Swap Agreement had there been no termination of such transaction. Any amounts remaining in the Swap Termination Account after payment in full of the Class A-4-A Notes and Class A-4-B Notes shall be included in Available Funds and allocated in accordance with the order of priority specified in Section 5.7(a) on the following Distribution Date.

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Collection Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Collection Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection AccountTrust Collateral Agent. (ii) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Reserve Note Distribution Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Reserve Note Distribution Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountTrust Collateral Agent. (iii) The Indenture AdministratorTrust Collateral Agent, on behalf of the Noteholders, [shall establish and maintain in its own name]/[in the name of and for the benefit of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the name of the Indenture Trustee, establish] an Eligible Deposit Account (the “Capitalized Interest Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of [the Trust Collateral Agent on behalf of the Noteholders]/[the Trust]. The Reserve Account shall initially be established with the Trust Collateral Agent. (iv) [Upon receipt by the Issuer of a Hedge Termination Payment, the Trust Collateral Agent, on behalf of the Noteholders, shall establish and maintain an Eligible Deposit Account (the “Hedge Termination Account”), bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Trust Collateral Agent on behalf of the Noteholders.] (v) [The Trust Collateral Agent, on behalf of the Noteholders, shall establish and maintain in its own name an Eligible Deposit Account (the “Pre-Funding Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Capitalized Interest Pre-Funding Account will shall initially be established as a segregated trust account in with the name Trust Collateral Agent.] (vi) [The Trust Collateral Agent, on behalf of the Indenture Trustee Noteholders, shall establish and maintain in its own name an Eligible Deposit Account (the “Revolving Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Collateral Agent on behalf of the Noteholders. The Revolving Account shall initially be established with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest AccountTrust Collateral Agent.] (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Reserve Account and the Note Distribution Account [, [the Pre-Funding Account][, Revolving Account[,] the Capitalized Interest Account] and the [Hedge Termination Account]] (collectively, the “Trust Accounts”) shall be invested by the Indenture Administrator Trust Collateral Agent (or any custodian or designated agent with respect to any amounts funds on deposit in any such accountsaccount) in Eligible Investments selected in writing by the Servicer (including pursuant to standing instructions or otherwise)[; provided that funds on deposit in the Reserve Account shall be invested only in Eligible Investments that meet the requirements of the Indenture Trustee or Credit Risk Retention Rules]. Absent receipt of such written investment direction from the Indenture Administrator) solely pursuant to written instructions by Servicer, funds on deposit in the Administrator; provided, however, it is understood and agreed that the Indenture Administrator Trust Accounts shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investmentsheld uninvested. 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 Investment Earnings on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for such Distribution Date. Other than as described in the following proviso, 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 on the following Distribution Date; provided, that 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 Collateral Agent for the benefit of the Noteholders, the holder of the Trust Certificate and the Issuer. If, at any time, any of the Trust Accounts 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, Other than 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.permitted by (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) that is treated as a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E 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 AdministratorCode. (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.]]

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture AdministratorServicer, for the benefit of the Trustee on behalf of the Noteholders, the holder Owner Trustee on behalf of the Trust Certificate Certificateholders, and the TrustSecurity Insurer, shall establish and maintain in the name of the Indenture Trustee, Collateral Agent an Eligible Deposit Account (the “"Collection Account”) "), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust. The Collection Account will initially be established as a segregated trust account in the name Trustee on behalf of the Indenture Noteholders, the Owner Trustee with the corporate trust department on behalf of the Indenture AdministratorCertificateholders and the Security Insurer. On the Closing Date, the Depositor shall deposit, or cause to be deposited, Investment Earnings on funds in the Collection Account Initial Deposit into shall be paid to the Collection AccountServicer. (ii) The Indenture AdministratorServicer, for the benefit of the Noteholders, the holder Trustee on behalf of the Trust Certificate and the TrustNoteholders, shall establish and maintain in the name of the Indenture Trustee, Collateral Agent an Eligible Deposit Account (the “Reserve "Note Distribution Account”) "), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrustee on behalf of the Noteholders and the Security Insurer. The Reserve Note Distribution Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountTrustee. (iii) The Indenture AdministratorServicer, for the benefit of the Trustee on behalf of the Noteholders, the holder Owner Trustee on behalf of the Trust Certificate Certificateholders, and the TrustSecurity Insurer, shall establish and maintain in the name of the Indenture Trustee, Collateral Agent an Eligible Deposit Account (the “Capitalized Interest "Payahead Account”) "), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrustee on behalf of the Noteholders, the Owner Trustee on behalf of the Certificateholders and the Security Insurer. The Capitalized Interest Account will initially be established as a segregated trust account Investment Earnings on funds in the name of Payahead Account shall be paid to the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest AccountServicer. (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Note Distribution Account, the Payahead Account (collectively, along with the “Capitalized Interest Account, the "Trust Accounts”") and the Certificate Distribution Account shall be invested by the Indenture Administrator Collateral Agent with respect to Trust Accounts and by the Owner Trustee with respect to the Certificate Distribution Account (or any custodian or designated agent with respect to any amounts funds on deposit in any such accountsaccount) in Eligible Investments selected in writing by the Servicer (including Eligible Investments of the Indenture Trustee or the Indenture Administrator) solely pursuant to written standing instructions by the Administratoror otherwise); provided, however, it is understood and agreed that neither the Indenture Administrator Collateral Agent nor the Owner Trustee shall not be liable for the selection of, or any loss arising from such investment in, in Eligible Investments. All such Eligible Investments shall be held by the Indenture Administrator (or any custodian on behalf of the Indenture Administrator) Collateral Agent or the Owner Trustee, as applicable, for the benefit of the Issuer; providedNoteholders and/or the Certificateholders, that on as applicable and the Business Day preceding each Distribution Date, all Investment Earnings on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for such Distribution DateSecurity Insurer. Other than as described in permitted by the following provisoRating Agencies and the Security Insurer, funds on deposit in the Trust Accounts Collection Account, the Payahead Account the Note Distribution Account and the Certificate Distribution Account 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 immediately preceding the following Monthly Servicing Payment Date (to the extent necessary to pay the Primary Servicing Fee payable on such date) or on the following Distribution Date; provided, that funds . Funds deposited in a Trust Account or the Certificate Distribution Account on the day immediately preceding 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. (ci) The Depositor and the Issuer pledged to the Indenture Trustee Collateral Agent shall possess 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 excluding all income thereonInvestment Earnings on the Collection Account) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. Subject to the Administrator’s power to instruct the Indenture Trustee or the Indenture Administrator, Except as applicable, pursuant to Section 2.3(b) above and Section 2.3(e) belowotherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Administrator on behalf of the Indenture Trustee Collateral Agent for the benefit of the Noteholders and the Certificateholders, or the Noteholders, as the holder of the Trust Certificate case may be, and the IssuerSecurity Insurer. If, at any time, any of the Trust Accounts or the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Administrator Indenture Collateral Agent (or the Servicer on behalf of its behalf) or the Indenture Trustee and the Indenture Administrator) agreesOwner Trustee, by its acceptance heretoas applicable, that it shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency and the Security Insurer may consent) establish a new Trust Account or a new Certificate Distribution Account, as applicable, as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account or a new Certificate Distribution Account, as applicable. In connection with the foregoing, the Administrator Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture AdministratorTrustee, the Administrator Servicer 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. (dii) With respect to the Trust Account Property, the Indenture Administrator Collateral Agent, and with respect to the Certificate Distribution Account, the Owner Trustee agrees, by its respective acceptance hereof, that: (i) : A any Trust Account Property or any property in the Certificate Distribution Account that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts, Accounts subject to the last penultimate sentence of Section 2.3(c) 5.1(c)(i); and, subject to Section 2.3(b)except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Administrator on behalf of Collateral Agent with respect to the Indenture TrusteeTrust Accounts and the Owner Trustee with respect to the Certificate Distribution Account, and the Indenture Administrator Collateral Agent or the Owner Trustee, as applicable, shall have sole signature authority with respect thereto; (ii) ; B any Trust Account Property that constitutes Physical Property shall be Delivered to the Indenture Administrator on behalf of the Indenture Trustee Collateral Agent 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 Collateral Agent or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) other Person acting solely for the Indenture Administrator on behalf Collateral Agent as required for Delivery; C In the event that the Indenture Collateral Agent, in its capacity as securities intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in the Trust Accounts or any security entitlement credited thereto, the Indenture Collateral Agent, in its capacity as securities intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee; Collateral Agent. The financial assets and other items deposited to the Trust Accounts will not be subject to deduction, set-off, banker's lien, or any other right in favor of any person (iii) any Trust Account Property except 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 Collateral Agent, in its capacity as securities intermediary may set off the face amount 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 checks which have been credited to the Indenture Trustee in accordance with paragraph (c) Trust Accounts but are subsequently returned unpaid because of the definition of “Delivery” and shall be maintained by the Indenture Administrator on behalf of the Indenture Trustee, pending maturity uncollected 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(dinsufficient funds), 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. (ed) The Administrator Servicer shall have the power, revocable for cause or upon the occurrence and during the continuance of an Administrator Default by the Indenture Security Insurer or, with the consent of the Security Insurer by the 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 Collateral Agent to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer, the Administrator Servicer 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. (e) The Servicer shall on or prior to each Distribution Date (and prior to deposits to the Note Distribution Account) transfer from the Collection Account to the Payahead Account all Payaheads as described in Section 5.3 received by the Servicer during the Collection Period. Notwithstanding the foregoing and the first sentence of Section 5.2, for so long as the Servicer is permitted to make monthly remittances to the Collection Account pursuant to Section 5.2, 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 5.6(a).

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “"Collection Account”) "), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer. The Collection Account will initially be established as a segregated trust account at KeyBank National Association in the name of the Indenture Trustee with the corporate trust department of the Indenture AdministratorTrustee. On the Closing Date, the Depositor shall deposit, or cause to be deposited, The Seller will make an initial deposit into the Collection Account Initial Deposit into on the Collection AccountClosing Date of cash or certain Eligible Investments equal to $6,614,533.55. (ii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, 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 TrustIssuer. The Reserve Account will initially be established as a segregated trust account at KeyBank National Association in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountTrustee. (iii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Capitalized Interest "Pre-Funding Account”) "), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer. The Capitalized Interest Pre-Funding Account will initially be established as a segregated trust account at KeyBank National Association in the name of the Indenture Trustee. (iv) The Administrator, for the benefit of the Issuer, shall establish and maintain in the name of the Indenture Trustee with an Eligible Deposit Account (the corporate " Escrow Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer. The Escrow Account will initially be established as a segregated trust department account at KeyBank National Association in the name of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest AccountTrustee. (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Reserve Account, the Pre-Funding Account and the Escrow Account (collectively, the “"Trust Accounts”") shall be invested by the Indenture Administrator 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 or the Indenture Administrator) solely pursuant to written instructions by the Administrator; provided, however, it is understood and agreed that neither the Administrator nor the Indenture Administrator Trustee shall not be liable for the selection of, or any loss arising from such investment in, in Eligible Investments. All such Eligible Investments shall be held by the Indenture Administrator (or by any custodian on behalf of of) the Indenture Administrator) Trustee for the benefit of the Issuer; provided, provided that on the Business Day preceding each Distribution Date, Date all Investment Earnings 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 provisoproviso 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 on the following Distribution Date; provided, however, that funds on deposit in Trust Accounts may be invested in Eligible Investments of the Indenture Trustee which may mature so that such funds will be available on such 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. (ci) The Depositor and the Issuer pledged to the Indenture Trustee shall possess 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 's power to instruct the Indenture Trustee or the Indenture Administrator, as applicable, pursuant to Section 2.3(bparagraph (b) above and Section 2.3(eparagraph (c)(iii) 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, the holder of the Trust Certificate and the Issuer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator (on behalf of the Indenture Trustee and (or the Indenture AdministratorAdministrator 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 AdministratorTrustee, 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. (dii) With respect to the Trust Account Property, the Indenture Administrator Trustee agrees, by its acceptance hereof, that: (iA) 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) 5.01(c)(i); and, subject to Section 2.3(b5.01(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 Trustee shall have sole signature authority with respect thereto; (iiB) 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) other Person acting solely for the Indenture Administrator on behalf Trustee as required for Delivery; (C) In the event that the Indenture Trustee, in its capacity as securities intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in the Trust Accounts or any security entitlement credited thereto, the Indenture Trustee, in its capacity as securities intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee; (iii) . The financial assets and other items deposited to the Trust Accounts will not be subject to deduction, set-off, banker's lien, or 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 other right in accordance with paragraph (b) favor of the definition of “Delivery” and shall be maintained by any person other than the Indenture Administrator on behalf of Trustee (except that the Indenture Trustee, pending maturity or disposition, through continuous book-entry registration of such Trust Account Property in its capacity as described in such paragraph; and securities intermediary may set off (ivi) 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 all amounts due 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 it in respect of any failed Deliveryits customary fees and expenses for the routine maintenance and operation of the Trust Accounts, as contemplated herein, other than with respect to a Delivery which fails as a result and (ii) the face amount of any action checks which have been credited to the Trust Accounts but are subsequently returned unpaid because of uncollected or inaction on behalf of the Indenture Trustee or the Indenture Administratorinsufficient funds). (eiii) 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 Eligible Lender 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 ServicerServicers, the Administrator or the Owner Eligible Lender 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.

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Collection Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer. The Collection Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection AccountThe Bank of New York. (ii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, 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 TrustIssuer. 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 the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountThe Bank of New York. (iii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Capitalized Interest Cash Capitalization Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer. The Capitalized Interest Cash Capitalization Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of The Bank of New York. (iv) The Administrator, for the benefit of the Issuer, shall establish and maintain in the name of the Indenture AdministratorTrustee an Eligible Deposit Account (the “Principal Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer. On The Principal Distribution Account will initially be established as a segregated trust account in the Closing Date, name of the Depositor shall deposit, or cause to be deposited, Indenture Trustee with the Capitalized Interest Account Initial Deposit into the Capitalized Interest Accountcorporate trust department of The Bank of New York. (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Reserve Account and the Cash Capitalization Account Funds (collectively, the “Trust Accounts”) shall be invested by the Indenture Administrator 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 or the Indenture AdministratorTrustee) solely pursuant to written instructions by the Administrator; provided, however, it is understood and agreed that the Indenture Administrator 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 the Indenture Administrator (or by any custodian on behalf of of) the Indenture Administrator) Trustee for the benefit of the Issuer; provided, that on . On the Business Day preceding each Distribution Date (or on that Distribution Date, in the case of amounts in money market accounts), all Investment Earnings on funds on deposit therein in each Trust Account shall be deposited into the Collection Account and shall be deemed to constitute a portion of included in the Available Funds for such Distribution Date. Other than as described in the following provisoproviso 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 on the following Distribution Date; provided, that funds . 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. (ci) The Depositor and the Issuer have 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(b2.03(b) above and Section 2.3(e2.03(c)(iii) 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, the holder of the Trust Certificate Noteholders and the Issuer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator (on behalf of the Indenture Trustee and (or the Indenture AdministratorAdministrator 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 AdministratorTrustee, 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. (dii) With respect to the Trust Account Property, the Indenture Administrator Trustee agrees, by its acceptance hereof, that: (iA) 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(c2.03(c)(i) and, subject to Section 2.3(b2.03(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 Trustee shall have sole signature authority with respect thereto; (iiB) 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; (iiiC) 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 (ivD) 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 (iiiC) 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 or 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 AdministratorTrustee. (eiii) 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.

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Collection Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Collection Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection AccountTrust Collateral Agent. (ii) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Reserve Note Distribution Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Reserve Note Distribution Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountTrust Collateral Agent. (iii) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Capitalized Interest Reserve Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Capitalized Interest Reserve Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest AccountTrust Collateral Agent. (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Reserve Account and the Note Distribution Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Administrator Trust Collateral Agent (or any custodian or designated agent with respect to any amounts funds on deposit in any such accountsaccount) in Eligible Investments selected in writing by the Servicer (including Eligible Investments of the Indenture Trustee or the Indenture Administrator) solely pursuant to standing instructions or otherwise). Absent receipt of such written instructions by investment direction from the Administrator; providedServicer, however, it is understood and agreed that funds on deposit in the Indenture Administrator Trust Accounts shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investmentsheld uninvested. All such Eligible Investments shall be held by the Indenture Administrator (or any custodian on behalf of the Indenture Administrator) Trust Collateral Agent for the benefit of the Issuer; provided, that on the Business Day preceding each Distribution Date, all Investment Earnings on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for such Distribution DateNoteholders. Other than as described in permitted by the following provisoRating Agencies, funds on deposit in the any Trust Accounts Account 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 immediately preceding the following Monthly Servicing Payment Date (to the extent necessary to pay the Primary Servicing Fee payable on such date) or on the following Distribution Date; provided, that funds deposited in a . All Eligible Investments will be held to maturity. Each institution at which the relevant Trust Account on a Business Day which immediately precedes a Monthly Servicing Payment Date or Distribution Date upon is maintained shall invest the maturity of any funds therein as directed in writing by the Servicer in Eligible Investments are not required to be invested overnightInvestments. (c) All Investment Earnings of moneys deposited in each Trust Account shall be deposited (or caused to be deposited) in the Collection Account on each Distribution Date by the Trust Collateral Agent and applied as Available Funds on such Distribution Date, and any loss resulting from such investments shall be charged to the related Trust Account. The Depositor Servicer will not direct the Trust Collateral Agent to make any investment of any funds held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trust Collateral Agent to make any such investment, if requested by the Trust Collateral Agent, the Servicer shall deliver to the Trust Collateral Agent an Opinion of Counsel, acceptable to the Trust Collateral Agent, to such effect. (d) The Trust Collateral Agent shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trust Collateral Agent’s negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trust Collateral Agent, in its commercial capacity as principal obligor and not as Trust Collateral Agent or as Trustee, in accordance with their terms. (e) If (i) the Servicer shall have failed to give investment directions in writing for any funds on deposit in the Trust Accounts to the Trust Collateral Agent by [1:00] p.m. Eastern Time (or such other time as may be 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 accordance with the instructions outlined in the most recent investment direction letter between the Servicer and the Issuer pledged to the Indenture Trustee Trust Collateral Agent. (i) The Trust Collateral Agent shall possess 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) for the benefit of the Noteholders and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. Subject to the Administrator’s power to instruct the Indenture Trustee or the Indenture Administrator, Except as applicable, pursuant to Section 2.3(b) above and Section 2.3(e) belowotherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Administrator on behalf of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders, the holder of the Trust Certificate and the Issuer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator Trust Collateral Agent (or the Servicer on behalf of the Indenture Trustee and the Indenture Administratorits behalf) agrees, by its acceptance hereto, that it shall within 10 five Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account. In connection with the foregoing, the Administrator Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture AdministratorTrust Collateral Agent, the Administrator Servicer shall notify the Indenture Trustee and the Indenture Administrator Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (dii) With respect to the Trust Account Property, the Indenture Administrator agrees, by its acceptance hereof, Trust Collateral Agent agrees that: (iA) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts, subject to the last sentence of Section 2.3(c) ; and, subject to Section 2.3(b)except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent, and the Indenture Administrator Trust Collateral Agent shall have sole signature authority with respect thereto; (iiB) any Trust Account Property that constitutes Physical Property shall be Delivered delivered to the Indenture Administrator on behalf of the Indenture Trustee Trust Collateral Agent 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 Trust Collateral Agent or a financial securities intermediary (as such term is defined in Section 8-313(4102(14) of the UCC) acting solely for the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent; (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.

Establishment of Trust Accounts. (a) On or prior Prior to the Closing Date, the Administrator Servicer shall establish open, at a depository institution (which may be the Indenture Administrator Trustee, the Bank or the Servicer), the following Eligible Deposit Accounts as more fully described below.accounts (the "Trust Accounts"): (i) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain an account in the name of the Indenture Trustee, an Eligible Deposit Account Trustee (the “Collection Account”"COLLECTION ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Securityholders; (ii) an account in the name of the Indenture Trustee (the "PAYAHEAD ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Securityholders; (iii) an account in the name of the Indenture Trustee (the "SPREAD ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Securityholders; (iv) an account in the name of the Indenture Trustee (the "NOTE DISTRIBUTION ACCOUNT") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust. The Collection Account will initially be established as a segregated trust Noteholders; and (v) an account in the name of the Indenture Owner Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection Account. (ii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the name of the Indenture Trustee, an Eligible Deposit Account (the “Reserve Account”"CERTIFICATE DISTRIBUTION ACCOUNT") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustCertificateholders. The Reserve Account will initially Trust Accounts shall be established as a segregated trust account in Eligible Accounts and relate solely to the name of Securities and to the Indenture Trustee with the corporate trust department of the Indenture AdministratorContracts and Eligible Investments. On the Closing Date, the Depositor The Servicer shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve Account. (iii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the name of give the Indenture Trustee, an Eligible Deposit the Owner Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account (and any related account identification information. All monies deposited in or credited to, from time to time, the “Capitalized Interest Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit Trust Accounts shall be part of the Trust. The Capitalized Interest Trust Estate and all monies deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Certificate Distribution Account will initially and the Note Distribution Account shall be established as a segregated trust account in the name of invested by the Indenture Trustee with the corporate trust department of the Indenture Administratorin Eligible Investments pursuant to Section 5.01(b). On the Closing Business Day following each Distribution Date, all amounts, if any, on deposit in or credited to the Depositor [Payahead Account] (excluding any installments of Monthly P&I that are due in one or more Collection Periods ending subsequent to the Distribution Date immediately succeeding such Distribution Date) shall deposit, or cause be transferred to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest Collection Account. (b) Funds on deposit All funds in each account specified in Section 2.3(a) above (collectivelythe Collection Account, the “Trust Accounts”) Spread Account, the Note Distribution Account and the Certificate Distribution Account shall be invested by the Indenture Administrator (or any custodian or designated agent with respect to any amounts on deposit in such accounts) Trustee in Eligible Investments (including Eligible Investments of the Indenture Trustee or the Indenture Administrator) solely 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 Investment Earnings on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for such Distribution Date. Other than as described in the following proviso, 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 on the following Distribution Date; provided, that 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 limitations set forth herein, the Servicer may direct the Indenture Trustee or in writing to invest funds in the foregoing Trust Accounts in Eligible Investments; provided that in the absence of such directions from the Servicer, the Insurer may so direct the Indenture Administrator, as applicable, pursuant to Section 2.3(b) above and Section 2.3(e) below, the Trust Accounts Trustee. All such investments shall be under in the sole dominion and control of the Indenture Administrator on behalf name of the Indenture Trustee for the benefit of the Noteholders, the holder of the Trust Certificate Noteholders and the IssuerCertificateholders, as applicable. IfAll income or other gain from investment of monies deposited in or credited to the Collection Account shall be deposited in or credited to the Collection Account immediately upon receipt, at and any timeloss resulting from such investment shall be charged to the Collection Account. All income or other gain from investment of monies deposited in or credited to the Spread Account shall be deposited in or credited to the Spread Account immediately upon receipt, and any loss resulting from such investment shall be charged to the Spread Account. All income or other gain from investment of monies deposited in or credited to the Trust Accounts ceases Note Distribution Account shall be deposited in or credited to the Note Distribution Account immediately upon receipt, and any loss resulting from such investment shall be an Eligible Deposit charged to the Note Distribution Account. All income or other gain from investment of monies deposited in or credited to the Certificate Distribution Account shall be deposited in or credited to the Certificate Distribution Account immediately upon receipt, and any loss resulting from such investment shall be charged to the Certificate Distribution Account. The maximum permissible maturities of any investments of funds in the Collection Account, the Administrator (on behalf of Spread Account, the Indenture Trustee Note Distribution Account and the Indenture Administrator) agreesCertificate Distribution Account on any date shall not be later than the fifth Business Day immediately preceding the Distribution Date next succeeding the date of such investment; provided, by its acceptance heretohowever, that it shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency funds 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, invested 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 Eligible Investments that mature on the definition of “Delivery” and shall Business Day before the Distribution Date. No investment in Eligible Investments may 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;sold prior to its maturity. (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 Funds in the definition of “Delivery” and [Payahead Account] shall not 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 Administratorinvested. (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.

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Collection Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer. The Collection Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing DateJPMorgan Chase Bank, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection AccountNational Association. (ii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, 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 TrustIssuer. 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 the Indenture Administrator. On the Closing DateJPMorgan Chase Bank, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountNational Association. (iii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Capitalized Interest Cash Capitalization Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer. The Capitalized Interest Cash Capitalization Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of JPMorgan Chase Bank, National Association. (iv) The Administrator, for the benefit of the Issuer, shall establish and maintain in the name of the Indenture AdministratorTrustee an Eligible Deposit Account (the “Principal Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer. On The Principal Distribution Account will initially be established as a segregated trust account in the Closing Datename of the Indenture Trustee with the corporate trust department of JPMorgan Chase Bank, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest AccountNational Association. (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Reserve Account and the Cash Capitalization Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Administrator 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 or the Indenture Administrator) solely pursuant to written instructions by the Administrator; provided, however, it is understood and agreed that the Indenture Administrator 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 the Indenture Administrator (or by any custodian on behalf of of) the Indenture Administrator) Trustee for the benefit of the Issuer; provided, that on the Business Day preceding each Distribution Date, Date all Investment Earnings 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 provisoproviso 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 on the following Distribution Date; provided, however, that funds deposited on deposit in a Trust Account Accounts may be invested in Eligible Investments of the Indenture Trustee which may mature so that such funds will be available on a Business Day which immediately precedes a such Monthly Servicing Payment Date or Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnightDate. (ci) The Depositor and the Issuer has 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(bclause (b) above and Section 2.3(eparagraph (c)(iii) 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, the holder of the Trust Certificate Noteholders and the Issuer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator (on behalf of the Indenture Trustee and (or the Indenture AdministratorAdministrator 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 AdministratorTrustee, 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. (dii) With respect to the Trust Account Property, the Indenture Administrator Trustee agrees, by its acceptance hereof, that: (iA) 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(c2.03(c)(i) and, subject to Section 2.3(b2.03(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 Trustee shall have sole signature authority with respect thereto; (iiB) 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; (iiiC) 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 (ivD) 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 (iiiC) 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 or 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. (eiii) 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.

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Collection Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Collection Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection AccountTrust Collateral Agent. (ii) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Reserve Note Distribution Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Reserve Note Distribution Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountTrust Collateral Agent. (iii) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Capitalized Interest Reserve Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Capitalized Interest Reserve Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest AccountTrust Collateral Agent. (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Reserve Account and the Note Distribution Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Administrator Trust Collateral Agent (or any custodian or designated agent with respect to any amounts funds on deposit in any such accountsaccount) in Eligible Investments selected in writing by the Servicer (including Eligible Investments of the Indenture Trustee or the Indenture Administrator) solely pursuant to written standing 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 Investmentsotherwise). All such Eligible Investments shall be held by the Indenture Administrator (or any custodian on behalf of the Indenture Administrator) Trust Collateral Agent for the benefit of the Issuer; provided, that on the Business Day preceding each Distribution Date, all Investment Earnings on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for such Distribution DateNoteholders. Other than as described in permitted by the following provisoRating Agencies, funds on deposit in the any Trust Accounts Account 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 immediately preceding the following Monthly Servicing Payment Date (to the extent necessary to pay the Primary Servicing Fee payable on such date) or on the following Distribution Date; provided, that funds . Funds deposited in a Trust Account on the day immediately preceding 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. All Eligible Investments will be held to maturity. (c) All investment earnings of moneys deposited in each Trust Account shall be deposited (or caused to be deposited) by the Trust Collateral Agent in such Trust Account, and any loss resulting from such investments shall be charged to such Trust Account. The Depositor 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 the Issuer pledged 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 Indenture Trustee 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 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 excluding all income thereonInvestment Earnings on the Collection Account) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. Subject to the Administrator’s power to instruct the Indenture Trustee or the Indenture Administrator, Except as applicable, pursuant to Section 2.3(b) above and Section 2.3(e) belowotherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Administrator on behalf of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders, the holder of the Trust Certificate and the Issuer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator Trust Collateral Agent (or the Servicer on behalf of the Indenture Trustee and the Indenture Administratorits behalf) agrees, by its acceptance hereto, that it shall within 10 five Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account. In connection with the foregoing, the Administrator Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture AdministratorTrust Collateral Agent, the Administrator Servicer shall notify the Indenture Trustee and the Indenture Administrator Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (dii) With respect to the Trust Account Property, the Indenture Administrator agrees, by its acceptance hereof, Trust Collateral Agent agrees that: (iA) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts, subject to the last sentence of Section 2.3(c) ; and, subject to Section 2.3(b)except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent, and the Indenture Administrator Trust Collateral Agent shall have sole signature authority with respect thereto; (iiB) any Trust Account Property that constitutes Physical Property shall be Delivered delivered to the Indenture Administrator on behalf of the Indenture Trustee Trust Collateral Agent 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 Trust Collateral Agent 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 TrusteeTrust Collateral Agent; (iiiC) 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 delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent, pending maturity or disposition, through continuous continued book-entry registration of such Trust Account Property as described in such paragraph; and (ivD) 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 (iiiC) above shall be Delivered delivered to the Indenture Trustee Trust Collateral Agent in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent, pending maturity or disposition, through continued registration of the Indenture TrusteeTrust Collateral Agent’s (or, as or 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. (eg) The Administrator Servicer 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, power to instruct the Indenture Trustee or the Indenture Administrator Trust Collateral Agent to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer, Servicer and the Administrator or the Owner Trustee Trust Collateral Agent to carry out its respective duties hereunder or permitting the Indenture Trustee or the Indenture Administrator or to carry out its duties under the Indenturehereunder.

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the name of the Indenture Trustee, an Eligible Deposit Account (the “Collection Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust. The Collection Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection Account. (ii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the name of the 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 the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve Account. (iii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the Trust, shall 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 the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the 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) solely 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 Investment Earnings on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for such Distribution Date. Other than as described in the following provisoproviso 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 on the following Distribution Date; provided, that 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, the holder of the Trust Certificate and the Issuer. If, at any time, any of the Trust Accounts 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.

Establishment of Trust Accounts. (a) (i) On or prior to the Closing Date, the Administrator shall establish at Trust Collateral Agent, on behalf of the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture AdministratorTrustee, for the benefit of the NoteholdersNoteholders and, after the Note Termination Date, the holder of the Trust Certificate and the TrustCertificateholders, shall establish and maintain in the its own name of the Indenture Trusteetwo Eligible Accounts (respectively, an Eligible Deposit Account (the “Collection Account” and the “Principal Collection Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Indenture Trustee for the benefit of the Noteholders and, after the Note Termination Date, the Certificateholders, as their interests may appear. The Collection Account will and the Principal Collection Account shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection AccountTrust Collateral Agent. (ii) The Trust Collateral Agent, on behalf of the Indenture AdministratorTrustee, for the benefit of the NoteholdersNoteholders and, after the Note Termination Date, the holder of the Trust Certificate and the TrustCertificateholders, shall establish and maintain in its own name an Eligible Account (the name “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 Indenture Trustee for the benefit of the Noteholder and, after the Note Termination Date, the Certificateholders, as their interests may appear. The Note Distribution Account shall initially be established with the Trust Collateral Agent. (iii) The Trust Collateral Agent, on behalf of the Indenture Trustee, for the benefit of the Certificateholders, shall establish and maintain in its own name an Eligible Deposit Account (the “Certificate 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 Indenture Trustee for the benefit of the Certificateholders. The Certificate Distribution Account shall initially be established with the Trust Collateral Agent. (iv) The Trust Collateral Agent, on behalf of the Noteholders and, after the Note Termination Date, the Certificateholders, as their interests may appear, shall establish and maintain in its own name an Eligible 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 the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve Account. (iii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the Trust, shall 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 the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the 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) solely 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 Investment Earnings on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for such Distribution Date. Other than as described in the following proviso, 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 on the following Distribution Date; provided, that 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 Collateral Agent on behalf of the Indenture Trustee for the benefit of the NoteholdersNoteholders and, after the Note Termination Date, the holder of Certificateholders, as their interests may appear. The Reserve Account shall initially be established with the Trust Certificate and the Issuer. If, at any time, any of the Trust Accounts 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 AccountCollateral Agent. (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.

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Collection Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Collection Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture AdministratorTrust Collateral Agent. On the Closing Date, the Depositor shall deposit, or cause In addition to other amounts required to be depositeddeposited therein pursuant to the terms hereof, there shall be deposited to the Collection Account Initial Deposit into any amount received by the Collection AccountTrust Collateral Agent in respect of the Existing Trust Residual Interest and distributions on the Collateral Notes. (ii) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the 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 TrustTrust Collateral Agent on behalf of the Noteholders. The Reserve Account will shall initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountTrust Collateral Agent. (iii) The Indenture AdministratorTrust Collateral Agent, for the benefit on behalf of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the its own name of the Indenture Trustee, an Eligible Deposit Account (the “Capitalized Interest Collateral Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustTrust Collateral Agent on behalf of the Noteholders. The Capitalized Interest Collateral Account will shall initially be established as with the Trust Collateral Agent. There shall be deposited to the Collateral Account any amount delivered by the Issuer to the holder of the Collateral Account that the Issuer designates in writing to such holder (with a segregated trust account copy to the Administrative Agent) to be deposited in the name Collateral Account. (iv) The Trust Collateral Agent, on behalf of the Indenture Trustee Noteholders, shall establish and maintain in its own name an Eligible Deposit Account (the “Residual Funds Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Collateral Agent on behalf of the Noteholders. The Residual Funds Account shall initially be established with the corporate trust department Trust Collateral Agent. Subject to Section 5.6(h), there shall be deposited to the Residual Funds Account any amount received by the Trust Collateral Agent in respect of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest AccountResidual Interests. (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Reserve Account, the Collateral Account, the Residual Funds Account and the Lockbox Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Administrator Trust Collateral Agent (or any custodian or designated agent with respect to any amounts funds on deposit in any such accountsaccount) in Eligible Investments selected in writing by the Servicer (including Eligible Investments of the Indenture Trustee or the Indenture Administrator) solely pursuant to written standing 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 Investmentsotherwise). All such Eligible Investments shall be held by the Indenture Administrator (or any custodian on behalf of the Indenture Administrator) Trust Collateral Agent for the benefit of the Issuer; provided, that on the Business Day preceding each Distribution Date, all Investment Earnings on deposit therein shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for such Distribution DateNoteholders. Other than as described in permitted by the following provisoRating Agencies, funds on deposit in the Trust Accounts any Account 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 immediately preceding the following Monthly Servicing Payment Date (to the extent necessary to pay the Primary Servicing Fee payable on such date) or on the following Distribution Date; provided, that 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 . All Eligible Investments are not required will be held to be invested overnightmaturity. (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 Depositor 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 pledged 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 Indenture Trustee 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 (a) of the definition of Eligible Investments. (i) The Trust Collateral Agent shall possess 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 Owner Trust Estate. Subject to the Administrator’s power to instruct the Indenture Trustee or the Indenture Administrator, Except as applicable, pursuant to Section 2.3(b) above and Section 2.3(e) belowotherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Administrator on behalf of the Indenture Trustee Trust Collateral Agent for the benefit of the Noteholders, the holder of the Trust Certificate and the Issuer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator Trust Collateral Agent (or the Servicer on behalf of the Indenture Trustee and the Indenture Administratorits behalf) agrees, by its acceptance hereto, that it shall within 10 five Business Days (or such longer period, not to exceed 30 calendar days, period as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account. In connection with the foregoing, the Administrator Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture AdministratorTrust Collateral Agent, the Administrator Servicer shall notify the Indenture Trustee and the Indenture Administrator Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. (dii) With respect to the Trust Account Property, the Indenture Administrator agrees, by its acceptance hereof, Trust Collateral Agent agrees that: (iA) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts, subject to the last sentence of Section 2.3(c) ; and, subject to Section 2.3(b)except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent, and the Indenture Administrator Trust Collateral Agent shall have sole signature authority with respect thereto; (iiB) any Trust Account Property that constitutes Physical Property shall be Delivered delivered to the Indenture Administrator on behalf of the Indenture Trustee Trust Collateral Agent 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 Trust Collateral Agent 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 TrusteeTrust Collateral Agent; (iiiC) 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 delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent, pending maturity or disposition, through continuous continued book-entry registration of such Trust Account Property as described in such paragraph; and (ivD) 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 (iiiC) above shall be Delivered delivered to the Indenture Trustee Trust Collateral Agent in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Administrator on behalf of the Indenture TrusteeTrust Collateral Agent, pending maturity or disposition, through continued registration of the Indenture TrusteeTrust Collateral Agent’s (or, as or 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. (eg) The Administrator Servicer shall have the power, revocable for cause or upon the occurrence and during the continuance of an Administrator Default by the Indenture Trustee Class A Majority, the Class B Majority or the Class C Majority, or by the Owner Trustee or the Indenture Administrator with the consent of the Indenture TrusteeAdministrative Agent, to instruct the Indenture Trustee or the Indenture Administrator Trust Collateral Agent to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer, Servicer and the Administrator or the Owner Trustee Trust Collateral Agent to carry out its respective duties hereunder hereunder. (h) The Trust Collateral Agent acknowledges that, pursuant to the provisions of an Interest Rate Hedge, the Interest Rate Hedge provider may be required to post collateral with the Trust Collateral Agent to secure the Interest Rate Hedge provider’s obligations under the Interest Rate Hedge. The Trust Collateral Agent agrees to establish and maintain an Eligible Deposit Account to hold such collateral, if requested to do so by the Servicer or permitting an Agent. The Trust Collateral Agent further agrees to follow such written instructions relating to the Indenture Trustee administration of, and transfers from such account, as may be delivered by the Servicer (unless such instructions are revoked by the Class A Majority, the Class B Majority or the Indenture Administrator Class C Majority or to carry out its duties under by the IndentureAdministrative Agent).

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “"Collection Account”) "), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer. The Collection Account will initially be established as a segregated trust account at KeyBank National Association in the name of the Indenture Trustee with the corporate trust department of the Indenture AdministratorTrustee. On the Closing Date, the Depositor shall deposit, or cause to be deposited, The Seller will make an initial deposit into the Collection Account Initial Deposit into on the Collection AccountClosing Date of cash or certain Eligible Investments equal to $12,803,198.65. (ii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, 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 TrustIssuer. The Reserve Account will initially be established as a segregated trust account at KeyBank National Association in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountTrustee. (iii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Capitalized Interest "Pre-Funding Account”) "), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer. The Capitalized Interest Pre-Funding Account will initially be established as a segregated trust account at KeyBank National Association in the name of the Indenture Trustee. (iv) The Administrator, for the benefit of the Issuer, shall establish and maintain in the name of the Indenture Trustee with an Eligible Deposit Account (the corporate "Escrow Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer. The Escrow Account will initially be established as a segregated trust department account at KeyBank National Association in the name of the Indenture Trustee. (v) The Administrator, for the benefit of the Issuer, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the "Cap Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer. On The Cap Account will initially be established as a segregated trust account at KeyBank National Association in the Closing Date, name of the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest AccountIndenture Trustee. (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Reserve Account, the Pre-Funding Account, the Cap Account and the Escrow Account (collectively, the “"Trust Accounts”") shall be invested by the Indenture Administrator 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 or the Indenture Administrator) solely pursuant to written instructions by the Administrator; providedPROVIDED, howeverHOWEVER, it is understood and agreed that neither the Administrator nor the Indenture Administrator Trustee shall not be liable for the selection of, or any loss arising from such investment in, in Eligible Investments. All such Eligible Investments shall be held by the Indenture Administrator (or by any custodian on behalf of of) the Indenture Administrator) Trustee for the benefit of the Issuer; provided, provided that on the Business Day preceding each Distribution Date, Date all Investment Earnings 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 provisoproviso 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 on the following Distribution Date; providedPROVIDED, HOWEVER, that funds on deposit in Trust Accounts may, and all funds on deposit in the Cap Account shall, be invested in Eligible Investments of the Indenture Trustee which may mature so that such funds will be available on such 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. (ci) The Depositor and the Issuer pledged to the Indenture Trustee shall possess 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 's power to instruct the Indenture Trustee or the Indenture Administrator, as applicable, pursuant to Section 2.3(bparagraph (b) above and Section 2.3(eparagraph (c)(iii) 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, the holder of the Trust Certificate and the Issuer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator (on behalf of the Indenture Trustee and (or the Indenture AdministratorAdministrator 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 AdministratorTrustee, 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. (dii) With respect to the Trust Account Property, the Indenture Administrator Trustee agrees, by its acceptance hereof, that: (iA) 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) 5.01(c)(i); and, subject to Section 2.3(b5.01(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 Trustee shall have sole signature authority with respect thereto; (iiB) 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) other Person acting solely for the Indenture Administrator on behalf Trustee as required for Delivery; (C) In the event that the Indenture Trustee, in its capacity as securities intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in the Trust Accounts or any security entitlement credited thereto, the Indenture Trustee, in its capacity as securities intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee; (iii) . The financial assets and other items deposited to the Trust Accounts will not be subject to deduction, set-off, banker's lien, or 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 other right in accordance with paragraph (b) favor of the definition of “Delivery” and shall be maintained by any person other than the Indenture Administrator on behalf of Trustee (except that the Indenture Trustee, pending maturity or disposition, through continuous book-entry registration of such Trust Account Property in its capacity as described in such paragraph; and securities intermediary may set off (ivi) 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 all amounts due 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 it in respect of any failed Deliveryits customary fees and expenses for the routine maintenance and operation of the Trust Accounts, as contemplated herein, other than with respect to a Delivery which fails as a result and (ii) the face amount of any action checks which have been credited to the Trust Accounts but are subsequently returned unpaid because of uncollected or inaction on behalf of the Indenture Trustee or the Indenture Administratorinsufficient funds). (eiii) 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 Eligible Lender 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 Master Servicer, the Administrator or the Owner Eligible Lender 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.

Establishment of Trust Accounts. (a) On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below. (i) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Collection Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer. The Collection Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator. On the Closing DateJPMorgan Chase Bank, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection AccountNational Association. (ii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, 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 TrustIssuer. 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 the Indenture Administrator. On the Closing DateJPMorgan Chase Bank, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve AccountNational Association. (iii) The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the TrustIssuer, shall establish and maintain in the name of the Indenture Trustee, Trustee an Eligible Deposit Account (the “Capitalized Interest Cash Capitalization Account”) ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the TrustIssuer. The Capitalized Interest Cash Capitalization Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of JPMorgan Chase Bank, National Association. (iv) The Administrator, for the benefit of the Issuer, shall establish and maintain in the name of the Indenture AdministratorTrustee an Eligible Deposit Account (the “Principal Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer. On The Principal Distribution Account will initially be established as a segregated trust account in the Closing Datename of the Indenture Trustee with the corporate trust department of JPMorgan Chase Bank, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest AccountNational Association. (b) Funds on deposit in each account specified in Section 2.3(a) above the Collection Account, the Reserve Account and the Cash Capitalization Account Funds (collectively, the “Trust Accounts”) shall be invested by the Indenture Administrator 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 or the Indenture AdministratorTrustee) solely pursuant to written instructions by the Administrator; provided, however, it is understood and agreed that the Indenture Administrator 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 the Indenture Administrator (or by any custodian on behalf of of) the Indenture Administrator) Trustee for the benefit of the Issuer; provided, that on . On the Business Day preceding each Distribution Date (or on that Distribution Date, in the case of amounts in money market accounts), all Investment Earnings on funds on deposit therein in each Trust Account shall be deposited into the Collection Account and shall be deemed to constitute a portion of included in the Available Funds for such Distribution Date. Other than as described in the following provisoproviso 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 on the following Distribution Date; provided, that funds . 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. (ci) The Depositor and the Issuer have 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(b2.03(b) above and Section 2.3(e2.03(c)(iii) 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, the holder of the Trust Certificate Noteholders and the Issuer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator (on behalf of the Indenture Trustee and (or the Indenture AdministratorAdministrator 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 AdministratorTrustee, 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. (dii) With respect to the Trust Account Property, the Indenture Administrator Trustee agrees, by its acceptance hereof, that: (iA) 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(c2.03(c)(i) and, subject to Section 2.3(b2.03(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 Trustee shall have sole signature authority with respect thereto; (iiB) 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; (iiiC) 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 (ivD) 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 (iiiC) 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 or 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 AdministratorTrustee. (eiii) 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.