Common use of General Provisions Regarding Accounts Clause in Contracts

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested by the Indenture Trustee at the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts Reserve Fund and the Yield Supplement Account shall be invested in Eligible Investments and reinvested by the Indenture Trustee at Securities Intermediary upon the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 Servicer, subject to the provisions of Section 4.01(b) of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts Reserve Fund and the Yield Supplement Account shall be withdrawn by the Indenture Trustee credited to such Account, and any loss resulting from such accounts investments shall be charged to such Account. (b) To the extent that the Servicer is required to remit all payments received from or on behalf of the Obligors on or in respect of the Receivables and distributed (but only under all Net Liquidation Proceeds daily to the circumstances set forth in the Sale and Servicing Agreement) Collection Account as provided in Sections 4.1 and 4.7 Section 4.02 of the Sale and Servicing Agreement; provided, that amounts released from all or a portion of the Reserve funds in the Collection Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined may be invested in Eligible Investments and reinvested by the Servicer. The Servicer shall not direct Securities Intermediary upon the Indenture Trustee to make any investment of any funds or to sell any investment held in any written direction of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such saleServicer, in either case without any further action by any Person, and, in connection with any direction subject to the Indenture Trustee to make any such investment provisions of Section 4.01(b) of the Sale and Servicing Agreement. All income or saleother gain from investments of monies deposited in the Collection Account, if requested by the Indenture Trusteeany, the Issuer shall deliver be paid to the Indenture Trustee an Opinion Servicer as part of Counselthe Supplemental Servicing Fee, acceptable and any loss resulting from such investments shall be charged to the Indenture Trustee, to such effectCollection Account in accordance with Section 4.01(b) of the Sale and Servicing Agreement. (bc) Subject to Section 6.1(c6.01(c), the Indenture Trustee Securities Intermediary shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts Reserve Fund, the Yield Supplement Account or the Collection Account resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture TrusteeSecurities Intermediary’s failure to make payments on such Permitted Eligible Investments issued by the Indenture TrusteeSecurities Intermediary, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (cd) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts Reserve Fund, Yield Supplement Account or Collection Account to the Indenture Trustee Securities Intermediary by 11:00 A.M. (2:00 P.M., New York City time) Time (or such other time as may be agreed upon by the Issuer and Indenture Trustee), the Securities Intermediary) on the any Business Day preceding each Distribution Date, or (ii) to the knowledge of a Responsible Officer of the Indenture Trustee a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 5.02 or (iii) the if such Notes shall have been declared immediately due and payable following an Event of Default, and Default but amounts collected or receivable from the Owner Trust Estate are being applied in accordance with Section 5.4(c) 5.05 as if there had not been such a declaration, then the Indenture Trustee upon actual knowledge by a Responsible Officer of such event shall, in the case of clause (i) above, maintain such funds in cash or, in the case of clauses (ii) or (iii) above, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts Reserve Fund, Yield Supplement Account or Collection Account as specified in one or more Permitted Investments in accordance with the standing instructions most recently given recent investment direction received by the Securities Intermediary from the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee at upon the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 Servicer, subject to the provisions of Section 4.01(b) of the Sale and Servicing Agreement; provided. Except as otherwise provided in Section 4.01(b) of the Sale and Servicing Agreement, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All all income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn by paid to the Indenture Trustee Servicer, and any loss resulting from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account investments shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction charged to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effectrelated Account. (b) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (2:00 P.M., New York City time) Time (or such other time as may be agreed upon by the Issuer and the Indenture Trustee), ) on the any Business Day preceding each Distribution Date, or (ii) to the knowledge of a Responsible Officer of the Indenture Trustee a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 5.02 or (iii) the if such Notes shall have been declared immediately due and payable following an Event of Default, and Default but amounts collected or receivable from the Owner Trust Estate are being applied in accordance with Section 5.4(c) 5.05 as if there had not been such a declaration, then the Indenture Trustee upon actual knowledge by a Responsible Officer of such event shall, in the case of clause (i) above, maintain such funds in cash or, in the case of clauses (ii) or (iii) above, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments the Eligible Investment listed in accordance with clause (vii) of the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvesteddefinition thereof.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee at upon Issuer Order, subject to the written direction provisions of Section 2.3(b) of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and Servicing Administration Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies moneys deposited in the Trust Accounts shall be withdrawn deposited by the Indenture Trustee in the Collection Account, and any loss resulting from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account investments shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicerbe charged to such Trust Account. The Servicer shall Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable for the selection of Eligible Investments or by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts Deposit Account shall be invested in Eligible Investments and reinvested by the Indenture Trustee at (or the written direction investment manager referred to in clause (2) of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 Section 5.01(b) of the Sale and Servicing Agreement; provided) upon Issuer Order, that, funds on deposit in subject to the Reserve Account shall be invested in Permitted Investments meeting provisions of Section 5.01(b) of the requirements of 17 CFR Part 246.4(b)(2), as determined by the ServicerSale and Servicing Agreement. All income or other gain (net of losses and investment expenses) from investments of monies moneys deposited in the Trust Accounts Deposit Account shall remain on deposit in the Deposit Account, and any loss resulting from such investments shall be withdrawn by the Indenture Trustee from charged to such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Serviceraccount. The Servicer shall Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts Deposit Account unless the security interest granted Granted and perfected in such account Deposit Account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts Deposit Account resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Issuer (or the Servicer or any investment manager pursuant to Section 5.01(b) of the Sale and Servicing Agreement) shall have failed to give written investment directions for any funds on deposit in the Trust Accounts Deposit Account to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.a.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee at upon the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 Servicer, subject to the provisions of Section 4.01(b) of the Sale and Servicing Agreement; provided. Except as otherwise provided in Section 4.01 (b) of the Sale and Servicing Agreement, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All all income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn by paid to the Indenture Trustee Servicer, and any loss resulting from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account investments shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction charged to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effectrelated Account. (b) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (2:00 P.M., New York City time) Time (or such other time as may be agreed upon by the Issuer and the Indenture Trustee), ) on the any Business Day preceding each Distribution Date, or (ii) to the knowledge of a Responsible Officer of the Indenture Trustee a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 5.02 or (iii) the if such Notes shall have been declared immediately due and payable following an Event of Default, and Default but amounts collected or receivable from the Owner Trust Estate are being applied in accordance with Section 5.4(c) 5.05 as if there had not been such a declaration, then the Indenture Trustee upon actual knowledge by a Responsible Officer of such event shall, in the case of clause (i) above, maintain such funds in cash or, in the case of clauses (ii) or (iii) above, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments the Eligible Investment listed in accordance with clause (vii) of the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvesteddefinition thereof.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested in Eligible Investments (as defined in the Sale and Servicing Agreement), as determined solely by the Issuing Entity (or Servicer on its behalf), and reinvested by the Indenture Trustee (or, at the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 Indenture Trustee, the Account Bank) subject to the provisions of Section 5.01(b) of the Sale and Servicing Agreement; provided, that, such funds on deposit in the Reserve Account shall be invested in Permitted Eligible Investments meeting the requirements of 17 CFR Part §246.4(b)(2)) of Regulation RR, as determined solely by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn deposited by the Indenture Trustee in the Collection Account, and any loss resulting from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account investments shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicerbe charged to such account. The Servicer shall Issuing Entity will not direct the Indenture Trustee or the Account Bank to make any investment of any funds or to sell any investment held in any of the Trust Accounts Account unless the security interest granted Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee or the Account Bank to make any such investment or sale, if requested by the Indenture Trustee, the Issuer Issuing Entity shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. The Indenture Trustee will make available to the Servicer monthly cash transaction statements which include detail for all investment transactions effected by the Indenture Trustee hereunder or brokers selected by the Issuing Entity (or the Servicer on its behalf). Such statements will be delivered via the Indenture Trustee’s online service and paper statements will be provided only upon request. The Issuing Entity further understands that trade confirmations for securities transactions effected by the Indenture Trustee will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. Eligible Investments may be purchased by or through an Affiliate of the Indenture Trustee. (b) Subject to Section 6.1(c6.01(c), neither the Indenture Trustee or the Account Bank 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 Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Issuing Entity (or the Servicer on its behalf) shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer Issuing Entity and Indenture Trustee), Trustee on the any Business Day preceding each Distribution DateDay, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 5.02 or (iii) the such Notes shall have been declared immediately due and payable following an Event of Default, and Default but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) 5.05 as if there had not been such a declaration, then the Indenture Trustee shall, in the case of clauses (ii) and (iii) above, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Eligible Investments as specified in clause (i) of the definition thereof; provided, that, such funds on deposit in the Reserve Account shall be invested only in Eligible Investments specified in such clause (i) that meet the requirements of §246.4(b)(2) of Regulation RR, as determined solely by the Servicer, and the Indenture Trustee shall have no obligation to invest or reinvest any funds in the Reserve Account absent written instruction from the Servicer, or in the case of clause (i) above, invest such funds in accordance with the standing instructions most recently given by recent investment directions received from the Servicer; providedIssuing Entity (or the Servicer on its behalf), howeveror in the absence thereof, that if no standing instructions shall have been given to the Indenture Trusteeor unavailability of such specified investments, the such funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts other than the Holding Account shall be invested in Eligible Investments and reinvested by the Indenture Trustee at upon receipt of an Issuer Order, subject to the written direction provisions of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 Section 5.01(b) of the Sale and Servicing Agreement; provided. Except as otherwise provided in Section 5.01(b) of the Sale and Servicing Agreement, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All all income or other gain (net of losses and investment expenses) from investments of monies deposited in the such Trust Accounts shall be withdrawn deposited by the Indenture Trustee in the Collection Account, and any loss resulting from such accounts and distributed (but only under investments shall be charged to the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicerrelated Trust Account. The Servicer shall Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the security interest granted Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trusteeTrustee, in accordance with their terms. (c) If (i) the Servicer Issuer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (a.m., New York City time) time (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the any Business Day preceding each Distribution DateDay, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall have not have been declared immediately due and payable pursuant to Section 5.2 5.02 or (iii) the if such Notes shall have been declared immediately due and payable following an Event of Default, and Default but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) 5.05 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvestedEligible Investments.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts Reserve Fund and the Yield Supplement Account shall be invested in Eligible Investments and reinvested by the Indenture Trustee at upon the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 Servicer, subject to the provisions of Section 4.01(b) of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts Reserve Fund and the Yield Supplement Account shall be withdrawn by the Indenture Trustee credited to such Account, and any loss resulting from such accounts investments shall be charged to such Account. (b) To the extent that the Servicer is required to remit all payments received from or on behalf of the Obligors on or in respect of the Receivables and distributed (but only under all Net Liquidation Proceeds daily to the circumstances set forth in the Sale and Servicing Agreement) Collection Account as provided in Sections 4.1 and 4.7 Section 4.02 of the Sale and Servicing Agreement; provided, that amounts released from all or a portion of the Reserve funds in the Collection Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined may be invested in Eligible Investments and reinvested by the Servicer. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any upon the written direction of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such saleServicer, in either case without any further action by any Person, and, in connection with any direction subject to the Indenture Trustee to make any such investment provisions of Section 4.01(b) of the Sale and Servicing Agreement. All income or saleother gain from investments of monies deposited in the Collection Account, if requested by the Indenture Trusteeany, the Issuer shall deliver be paid to the Indenture Trustee an Opinion Servicer as part of Counselthe Supplemental Servicing Fee, acceptable and any loss resulting from such investments shall be charged to the Indenture Trustee, to such effectCollection Account in accordance with Section 4.01(b) of the Sale and Servicing Agreement. (bc) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts Reserve Fund, the Yield Supplement Account or the Collection Account resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (cd) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts Reserve Fund, Yield Supplement Account or Collection Account to the Indenture Trustee by 11:00 A.M. (2:00 P.M., New York City time) Time (or such other time as may be agreed upon by the Issuer and the Indenture Trustee), ) on the any Business Day preceding each Distribution Date, or (ii) to the knowledge of a Responsible Officer of the Indenture Trustee a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 5.02 or (iii) the if such Notes shall have been declared immediately due and payable following an Event of Default, and Default but amounts collected or receivable from the Owner Trust Estate are being applied in accordance with Section 5.4(c) 5.05 as if there had not been such a declaration, then the Indenture Trustee upon actual knowledge by a Responsible Officer of such event shall, in the case of clause (i) above, maintain such funds in cash or, in the case of clauses (ii) or (iii) above, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts Reserve Fund, Yield Supplement Account or Collection Account in one or more Permitted the Eligible Investments listed in accordance with clause (vii) of the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvesteddefinition thereof.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested by the Indenture Trustee at the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee Securities Intermediary 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 Permitted Investment included therein, except for losses attributable to the Indenture TrusteeSecurities Intermediary’s failure to make payments on such Permitted Investments issued by the Indenture TrusteeSecurities Intermediary, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee Securities Intermediary by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture TrusteeSecurities Intermediary), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, then the Indenture Trustee Securities Intermediary shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture TrusteeSecurities Intermediary, the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So For so long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested by the Servicer or the Indenture Trustee at the written direction of the Servicer Servicer, as applicable, in Permitted Eligible Investments as provided in Sections 4.1 and 4.7 4.01 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn (or caused to be withdrawn) by the Indenture Trustee Trustee, from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 4.01, 4.02, 4.05, 4.06, 4.07 and 4.7 4.08 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not and shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c6.01(c), neither the Indenture Trustee shall not in any way nor the Securities Intermediary will be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If the Securities Intermediary on behalf of the Indenture Trustee is the entity maintaining the Accounts and (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (2:00 p.m., New York City time) time (or such other time as may be agreed upon by the Issuer and the Indenture Trustee), on the Business Day preceding each Distribution Datethe day such investment will be made, (ii) to the knowledge of an Authorized Officer of the Indenture Trustee, a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 5.02 or (iii) if the Notes shall have been declared immediately due and payable following an Event of Default, and Default but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) 5.05 as if there had not been such a declaration, then the Indenture Trustee upon actual knowledge by a Responsible Officer of the Indenture Trustee of such event shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments the investments described in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given recent written investment direction to the Indenture TrusteeTrustee from the Servicer. (d) For so long as no Event of Default resulting in the Notes having being declared immediately due and payable shall have occurred and be continuing, the Issuer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any investments of funds shall remain uninvestedin the Accounts, and, in general, to exercise each and every other power or right with respect to each such investment, including the power to exercise any voting rights in respect of such investments.

General Provisions Regarding Accounts. (a) So long as no the Indenture Trustee has not obtained actual knowledge that a Default or Event of Default shall have has occurred and be is continuing, all or a portion of the funds in the Trust Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee at upon Issuing Entity Order, subject to the written direction provisions of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 Section 5.1(b) of the Sale and Servicing Agreement; provided, thatand, funds on deposit in with respect to investments and reinvestments relating to the Reserve Spread Account shall be invested in Permitted Investments only, meeting the requirements of 17 CFR Part §246.4(b)(2), ) of Regulation RR as determined solely by the Servicer. For the avoidance of doubt, in no event shall the Indenture Trustee have any obligation or responsibility to monitor or enforce compliance with, or be charged with knowledge of the requirements of Regulation RR (including, but not limited to, §246.4(b)(2) and §246.4(b)(3)(i) therein), nor shall it be liable to any investor or any other party whatsoever for any violation of Regulation RR (including, but not limited to, §246.4(b)(2) and §246.4(b)(3)(i) therein) or any similar provisions now or hereafter in effect or the breach of any terms of the Indenture or any other document in connection therewith. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn deposited by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the ServicerCollection Account. The Servicer shall Issuing Entity will not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer Issuing Entity shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, Counsel to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable for the selection of Eligible Investments or by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms; provided, however, that the limitation to the Indenture Trustee’s liability does not extend to any actions constituting willful misconduct, negligence or bad faith. (c) If (i) the Servicer Issuing Entity shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. a.m. (New York City time) (or such other time as may be agreed upon by the Issuer Issuing Entity and the Indenture Trustee), ) on the any Business Day preceding each Distribution Date, Day; or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the 5.2, or, if such Notes shall have been declared immediately due and payable following an Event of Default, and but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c5.4(b) as if there had not been such a declaration, ; then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted the Eligible Investments identified in accordance with clause (d) of the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvesteddefinition of Eligible Investments. (d) [Reserved].

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts Collection Account, the Payahead Account, the Reserve Account and the Yield Supplement Account shall be invested by the Indenture Trustee at the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 4.1, 4.7 and 4.7 5.1 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts Collection Account, the Payahead Account, the Reserve Account and the Yield Supplement Account shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing AgreementAgreement in the case of the Reserve Account and the Yield Supplement Account) as provided in Sections 4.1 4.1, 4.7 and 4.7 5.1 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the security interest granted Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (a.m., New York City time) Time (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution DatePayment Date for any funds on deposit in the Collection Account, the Payahead Account, the Reserve Account or the Yield Supplement Account, (ii) to the knowledge of a Responsible Officer of the Indenture Trustee, a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, Default and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) 5.4 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the such Trust Accounts in one or more Permitted Investments as set forth in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvestedSchedule I hereto.

General Provisions Regarding Accounts. (a) So long as no the Indenture Trustee has not obtained actual knowledge that a Default or Event of Default shall have has occurred and be is continuing, all or a portion of the funds in the Trust Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee at upon Issuing Entity Order, subject to the written direction provisions of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 Section 5.1(b) of the Sale and Servicing Agreement; provided, thatand, funds on deposit in with respect to investments and reinvestments relating to the Reserve Spread Account shall be invested in Permitted Investments only, meeting the requirements of 17 CFR Part §246.4(b)(2), ) of Regulation RR as determined solely by the Servicer. For the avoidance of doubt, in no event shall the Indenture Trustee have any obligation or responsibility to monitor or enforce compliance with, or be charged with knowledge of the requirements of Regulation RR (including, but not limited to, §246.4(b)(2) and §246.4(b)(3)(i) therein), nor shall it be liable to any investor or any other party whatsoever for any violation of Regulation RR (including, but not limited to, §246.4(b)(2) and §246.4(b)(3)(i) therein) or any similar provisions now or hereafter in effect or the breach of any terms of the Indenture or any other document in connection therewith. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn deposited by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the ServicerCollection Account. The Servicer shall Issuing Entity will not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer Issuing Entity shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, Counsel to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable for the selection of Eligible Investments or by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms; provided, however, that the limitation to the Indenture Trustee’s liability does not extend to any actions constituting willful misconduct, negligence or bad faith. (c) If (i) the Servicer Issuing Entity shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. a.m. (New York City time) (or such other time as may be agreed upon by the Issuer Issuing Entity and the Indenture Trustee), ) on the any Business Day preceding each Distribution Date, Day; or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the 5.2, or, if such Notes shall have been declared immediately due and payable following an Event of Default, and but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c5.4(b) as if there had not been such a declaration, ; then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest such funds on deposit in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested. (d) [Reserved].

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested by the Indenture Trustee at the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given last written investment direction provided by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee at upon the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 Servicer, subject to the provisions of Section 4.01(b) of the Sale and Servicing Agreement; provided. Except as otherwise provided in Section 4.01 (b) of the Sale and Servicing Agreement, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All all income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn by paid to the Indenture Trustee Servicer, and any loss resulting from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account investments shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction charged to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effectrelated Account. (b) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (2:00 P.M., New York City time) Time (or such other time as may be agreed upon by the Issuer and the Indenture Trustee), ) on the any Business Day preceding each Distribution Date, or (ii) to the knowledge of a Responsible Officer of the Indenture Trustee a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 5.02 or (iii) the if such Notes shall have been declared immediately due and payable following an Event of Default, and Default but amounts collected or receivable from the Owner Trust Estate are being applied in accordance with Section 5.4(c) 5.05 as if there had not been such a declaration, then the Indenture Trustee upon actual knowledge by a Responsible Officer of such event shall, in the case of clause (i) above, maintain such funds in cash or, in the case of clauses (ii) or (iii) above, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments the Eligible Investment listed in accordance with clause (vii) of the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvesteddefinition thereof.

General Provisions Regarding Accounts. (a) So For so long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested by the Servicer or the Indenture Trustee at the written direction of the Servicer Servicer, as applicable, in Permitted Eligible Investments as provided in Sections 4.1 and 4.7 4.01 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn (or caused to be withdrawn) by the Indenture Trustee Trustee, from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 4.01, 4.02, 4.05, 4.06, 4.07 and 4.7 4.08 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not and shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall 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 Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If the Indenture Trustee is the entity maintaining the Accounts and (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (2:00 p.m., New York City time) time (or such other time as may be agreed upon by the Issuer and the Indenture Trustee), on the Business Day preceding each Distribution Datethe day such investment will be made, (ii) to the knowledge of an Authorized Officer of the Indenture Trustee, a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 5.02 or (iii) if the Notes shall have been declared immediately due and payable following an Event of Default, and Default but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) 5.05 as if there had not been such a declaration, then the Indenture Trustee upon actual knowledge by a Responsible Officer of the Indenture Trustee of such event shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments the investments described in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given recent written investment direction to the Indenture TrusteeTrustee from the Servicer. (d) For so long as no Event of Default resulting in the Notes having being declared immediately due and payable shall have occurred and be continuing, the Issuer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any investments of funds shall remain uninvestedin the Accounts, and, in general, to exercise each and every other power or right with respect to each such investment, including the power to exercise any voting rights in respect of such investments.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee at upon Issuer Order, subject to the written direction provisions of Section 2.3(b) of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and Servicing Administration Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies moneys deposited in the Trust Accounts shall be withdrawn deposited by the Indenture Trustee in the Collection Account, and any loss resulting from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account investments shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicerbe charged to such Trust Account. The Servicer shall Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable for the selection of Eligible Investments or by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts other than the Holding Account shall be invested in Eligible Investments and reinvested by the Indenture Trustee at upon receipt of an Issuer Order, subject to the written direction provisions of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 Section 5.01(b) of the Sale and Servicing Agreement; provided. Except as otherwise provided in Section 5.01(b) of the Sale and Servicing Agreement, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All all income or other gain (net of losses and investment expenses) from investments of monies deposited in the such Trust Accounts shall be withdrawn deposited by the Indenture Trustee in the Collection Account, and any loss resulting from such accounts and distributed (but only under investments shall be charged to the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicerrelated Trust Account. The Servicer shall Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the security interest granted Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trusteeTrustee, in accordance with their terms. (c) If (i) the Servicer Issuer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (a.m., New York City time) time (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the any Business Day preceding each Distribution Date, or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 5.02 or (iii) the if such Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) 5.05 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvestedEligible Investments.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee at upon Issuer Order, subject to the written direction provisions of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 Section 5.1(b) of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies moneys deposited in the Trust Accounts shall be withdrawn deposited by the Indenture Trustee in the Collection Account, and any loss or expenses resulting from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account investments shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicerbe charged to such account. The Servicer shall Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, Counsel to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable for the selection of Eligible Investments or by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So For so long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested by the Servicer or the Indenture Trustee at the written direction of the Servicer Servicer, as applicable, in Permitted Eligible Investments as provided in Sections 4.1 and 4.7 4.01 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn (or caused to be withdrawn) by the Indenture Trustee Trustee, from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 4.01, 4.02, 4.05, 4.06, 4.07 and 4.7 4.08 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not and shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the security interest granted and perfected in such account Account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c6.01(c), neither the Indenture Trustee shall not in any way nor the Securities Intermediary will be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If the Securities Intermediary on behalf of the Indenture Trustee is the entity maintaining the Accounts and (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (2:00 p.m., New York City time) time (or such other time as may be agreed upon by the Issuer and the Indenture Trustee), on the Business Day preceding each Distribution Datethe day such investment will be made, (ii) to the knowledge of an Authorized Officer of the Indenture Trustee, a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 5.02 or (iii) if the Notes shall have been declared immediately due and payable following an Event of Default, and Default but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) 5.05 as if there had not been such a declaration, then the Indenture Trustee upon actual knowledge by a Responsible Officer of the Indenture Trustee of such event shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments the investments described in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given recent written investment direction to the Indenture TrusteeTrustee from the Servicer. (d) For so long as no Event of Default resulting in the Notes having being declared immediately due and payable shall have occurred and be continuing, the Issuer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any investments of funds shall remain uninvestedin the Accounts, and, in general, to exercise each and every other power or right with respect to each such investment, including the power to exercise any voting rights in respect of such investments.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuingoccurred, all or a portion of the funds in the Trust Accounts shall be invested in accordance with the provisions of Section 7.03 of the Pooling and Servicing Agreement. Except as otherwise provided in Section 7.03 of the Pooling and Servicing Agreement, all income or other gain from investments of moneys deposited in such Trust Accounts shall be deposited by the Indenture Trustee at the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account Collection Account, and any loss resulting from such investments shall be invested in Permitted Investments meeting charged to the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the related Trust Accounts shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the ServicerAccount. The Servicer shall Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trusteeIndenture Trustee, in accordance with their terms. (c) If (i) the Servicer Issuer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (a.m., New York City time) time (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the any Business Day preceding each Distribution Date, or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 5.02 or (iii) the if such Notes shall have been declared immediately due and payable following an Event of Default, and but amounts collected or receivable from the Trust Estate Collateral are being applied in accordance with Section 5.4(c) 5.05 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Eligible Investments described in accordance with clause (vi) of the standing instructions most recently given by definition thereof in the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvestedPooling and Servicing Agreement.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts Deposit Account shall be invested in Eligible Investments and reinvested by the Indenture Trustee at (or the written direction investment manager referred to in clause (2) of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 Section 5.01(b) of the Sale and Servicing Agreement; provided) upon Issuer Order, that, funds on deposit in subject to the Reserve Account shall be invested in Permitted Investments meeting provisions of Section 5.01(b) of the requirements of 17 CFR Part 246.4(b)(2), as determined by the ServicerSale and Servicing Agreement. All income or other gain (net of losses and investment expenses) from investments of monies moneys deposited in the Trust Accounts Deposit Account shall remain on deposit in the Deposit Account, and any loss resulting from such investments shall be withdrawn by the Indenture Trustee from charged to such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Serviceraccount. The Servicer shall Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts Deposit Account unless the security interest granted Granted and perfected in such account Deposit Account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts Deposit Account resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Issuer (or the Servicer or any investment manager pursuant to Section 5.01(b) of the Sale and Servicing Agreement) shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.for

General Provisions Regarding Accounts. (a) So For so long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested by the Servicer or the Indenture Trustee at the written direction of the Servicer Servicer, as applicable, in Permitted Eligible Investments as provided in Sections 4.1 and 4.7 4.01 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn (or caused to be withdrawn) by the Indenture Trustee Trustee, from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 4.01, 4.02, 4.05, 4.06, 4.07 and 4.7 4.08 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not and shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c6.01(c), neither the Indenture Trustee shall not in any way nor the Securities Intermediary will be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If the Securities Intermediary on behalf of the Indenture Trustee is the entity maintaining the Accounts and (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (2:00 p.m., New York City time) time (or such other time as may be agreed upon by the Issuer and the Indenture Trustee), on the Business Day preceding each Distribution Datethe day such investment will be made, (ii) to the knowledge of an Authorized Officer of the Indenture Trustee, a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 5.02 or (iii) if the Notes shall have been declared immediately due and payable following an Event of Default, and Default but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) 5.05 as if there had not been such a declaration, then the Indenture Trustee upon actual knowledge by a Responsible Officer of the Indenture Trustee of such event shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments the investments described in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given recent written investment direction to the Indenture TrusteeTrustee from the Servicer. (d) For so long as no Event of Default resulting in the Notes having being declared immediately due and payable shall have occurred and be continuing, the Issuer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any investments of funds shall remain uninvestedin the Accounts, and, in general, to exercise each and every other power or right with respect to each such investment, including the power to exercise any voting rights in respect of such investments.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested by the Master Servicer or the Indenture Trustee at the written direction of the Servicer Master Servicer, as applicable, in Permitted Eligible Investments as provided in Sections 4.1 and 4.7 4.01 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn (or caused to be withdrawn) by the Indenture Trustee Trustee, from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 4.01, 4.02, 4.06, 4.07, 4.08 and 4.7 4.09 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Master Servicer shall not and shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Master Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (A.M., New York City time) time (or such other time as may be agreed upon by the Issuer and the Indenture Trustee), on the Business Day preceding each Distribution Date, related Deposit Date or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 5.02 or (iii) if the Notes shall have been declared immediately due and payable following an Event of Default, and Default but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) 5.05 as if there had not been such a declaration, then the Indenture Trustee upon actual knowledge by a Responsible Officer of the Indenture Trustee of such event shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in the one or more Permitted Eligible Investments listed in accordance with clause (vii) of the standing instructions most recently given by definition of the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvestedterm “Eligible Investments”.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee at the written direction Collateral Agent on behalf of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 Trustee upon Issuer Order, subject to the provisions of Section 5.1(b) of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies moneys deposited in the Trust Accounts shall be withdrawn deposited (or caused to be deposited) by the Indenture Trustee in the Collection Account, and any loss resulting from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account investments shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicerbe charged to such account. The Servicer shall Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the security interest granted Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee and the Security Insurer an Opinion of Counsel, acceptable to the Indenture TrusteeTrustee and the Security Insurer, to such effect. (b) [Reserved] (c) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (cd) If (i) the Servicer Issuer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) 12:00 noon Eastern Time (or such other time as may be agreed upon by the Issuer and Indenture Trustee), ) on the any Business Day preceding each Distribution Date, Day; or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the 5.2, or, if such Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) 5.5 as if there had not been such a declaration, ; then the Indenture Trustee Collateral Agent shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments investments of the type set forth in accordance with clause (g) of the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvesteddefinition of Eligible Investments.

General Provisions Regarding Accounts. (a) So For so long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested by the Servicer or the Indenture Trustee at the written direction of the Servicer Servicer, as applicable, in Permitted Eligible Investments as provided in Sections 4.1 and 4.7 4.01 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn (or caused to be withdrawn) by the Indenture Trustee Trustee, from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 4.01, 4.02, 4.05, 4.06, 4.07 and 4.7 4.08 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not and shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall 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 Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If the Indenture Trustee is the entity maintaining the Accounts and (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (2:00 p.m., New York City time) time (or such other time as may be agreed upon by the Issuer and the Indenture Trustee), on the Business Day preceding each Distribution Datethe day such investment will be made, (ii) to the knowledge of an Authorized Officer of the Indenture Trustee, a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 5.02 or (iii) if the Notes shall have been declared immediately due and payable following an Event of Default, and Default but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) 5.05 as if there had not been such a declaration, then the Indenture Trustee upon actual knowledge by a Responsible Officer of the Indenture Trustee of such event shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in the one or more Permitted Investments investments described in accordance with clause (vii) of the standing instructions most recently given by definition of the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvestedterm “Eligible Investments”.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts Collection Account and the Reserve Account shall be invested by the Indenture Trustee at the written direction of the Servicer Servicer, in the case of the Collection Account, and at the written direction of the holders of Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Certificates, in the case of the Reserve Account, in Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts Collection Account shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth as provided in Section 4.1 of the Sale and Servicing Agreement. Amounts in the Reserve Account (including net income and gain) shall be applied as provided in Sections 4.1 and Section 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer or the holders of the requisite Percentage Interest evidencing the Certificates, as applicable, shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the security interest granted Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer or holders of the requisite Percentage Interests evidencing the Certificates, as applicable, shall have failed to give written investment directions for any funds on deposit in the Trust Accounts Collection Account or the Reserve Account to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) to the actual knowledge of a Trustee Officer of the Indenture Trustee, a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the if such Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Indenture Trust Estate are being applied in accordance with Section 5.4(c) 5.4 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest retain funds in the Trust Accounts in one Collection Account or more Permitted Investments in accordance with the standing instructions most recently given by Reserve Account, as the Servicer; providedcase may be, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee at upon Issuer Order, subject to the written direction provisions of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 Section 5.01(b) of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies moneys deposited in the Trust Accounts shall be withdrawn deposited by the Indenture Trustee in the Collection Account, and any loss resulting from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account investments shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicerbe charged to such Trust Account. The Servicer shall Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested in Eligible Investments (as defined in the Sale and Servicing Agreement), as determined solely by the Issuing Entity (or Servicer on its behalf), and reinvested by the Indenture Trustee (or, at the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 Indenture Trustee, the Account Bank,) subject to the provisions of Section 5.01(b) of the Sale and Servicing Agreement; provided, that, such funds on deposit in the Reserve Account shall be invested in Permitted Eligible Investments meeting the requirements of 17 CFR Part §246.4(b)(2)) of Regulation RR, as determined solely by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn deposited by the Indenture Trustee in the Collection Account, and any loss resulting from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account investments shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicerbe charged to such account. The Servicer shall Issuing Entity will not direct the Indenture Trustee or the Account Bank to make any investment of any funds or to sell any investment held in any of the Trust Accounts Account unless the security interest granted Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee or the Account Bank to make any such investment or sale, if requested by the Indenture Trustee, the Issuer Issuing Entity shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. The Indenture Trustee will make available to the Servicer monthly cash transaction statements which include detail for all investment transactions effected by the Indenture Trustee hereunder or brokers selected by the Issuing Entity (or the Servicer on its behalf). Such statements will be delivered via the Indenture Trustee’s online service and paper statements will be provided only upon request. The Issuing Entity further understands that trade confirmations for securities transactions effected by the Indenture Trustee will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. Eligible Investments may be purchased by or through an Affiliate of the Indenture Trustee. (b) Subject to Section 6.1(c6.01(c), neither the Indenture Trustee or the Account Bank 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 Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Issuing Entity (or the Servicer on its behalf) shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer Issuing Entity and Indenture Trustee), Trustee on the any Business Day preceding each Distribution DateDay, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 5.02 or (iii) the such Notes shall have been declared immediately due and payable following an Event of Default, and Default but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) 5.05 as if there had not been such a declaration, then the Indenture Trustee shall, in the case of clauses (ii) and (iii) above, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Eligible Investments as specified in clause (i) of the definition thereof; provided, that, such funds on deposit in the Reserve Account shall be invested only in Eligible Investments specified in such clause (i) that meet the requirements of §246.4(b)(2) of Regulation RR, as determined solely by the Servicer, and the Indenture Trustee shall have no obligation to invest or reinvest any funds in the Reserve Account absent written instruction from the Servicer, or in the case of clause (i) above, invest such funds in accordance with the standing instructions most recently given by recent investment directions received from the Servicer; providedIssuing Entity (or the Servicer on its behalf), howeveror in the absence thereof, that if no standing instructions shall have been given to the Indenture Trusteeor unavailability of such specified investments, the such funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts Collection Account and the Reserve Account shall be invested by the Indenture Trustee at the written direction of the Servicer Servicer, in the case of the Collection Account, and at the written direction of the holders of Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Certificates, in the case of the Reserve Account, in Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts Collection Account shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth as provided in Section 4.1 of the Sale and Servicing Agreement. Amounts in the Reserve Account (including net income and gain) shall be applied as provided in Sections 4.1 and Section 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer or the holders of the requisite Percentage Interest evidencing the Certificates, as applicable, shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the security interest granted Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer or holders of the requisite Percentage Interests evidencing the Certificates, as applicable, shall have failed to give written investment directions for any funds on deposit in the Trust Accounts Collection Account or the Reserve Account to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) to the actual knowledge of a Trustee Officer of the Indenture Trustee, a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the if such Notes shall have been declared immediately due and payable following an Event of Default, Default and amounts collected or receivable received from the Indenture Trust Estate are being applied in accordance with Section 5.4(c) 5.4 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest retain funds in the Trust Accounts in one Collection Account or more Permitted Investments in accordance with the standing instructions most recently given by Reserve Account, as the Servicer; providedcase may be, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So long as ------------------------------------- no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee at upon Issuer Order, subject to the written direction provisions of Section 2.3B of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and Servicing Administration Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies moneys deposited in the Trust Accounts shall be withdrawn deposited by the Indenture Trustee in the Collection Account, and any loss resulting from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account investments shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicerbe charged to such Trust Account. The Servicer shall Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable for the selection of Eligible Investments or by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So For so long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested by the Servicer or the Indenture Trustee at the written direction of the Servicer Servicer, as applicable, in Permitted Eligible Investments as provided in Sections 4.1 and 4.7 4.01 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn (or caused to be withdrawn) by the Indenture Trustee Trustee, from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 4.01, 4.02, 4.05, 4.06, 4.07 and 4.7 4.08 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not and shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall 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 Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If the Indenture Trustee is the entity maintaining the Accounts and (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (2:00 p.m., New York City time) time (or such other time as may be agreed upon by the Issuer and the Indenture Trustee), on the Business Day preceding each Distribution Date, the day such investment will be made or (ii) to the knowledge of an Authorized Officer of the Indenture Trustee, a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 5.02 or (iii) if the Notes shall have been declared immediately due and payable following an Event of Default, and Default but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) 5.05 as if there had not been such a declaration, then the Indenture Trustee upon actual knowledge by a Responsible Officer of the Indenture Trustee of such event shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in the one or more Permitted Investments investments described in accordance with clause (vii) of the standing instructions most recently given by definition of the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvestedterm “Eligible Investments”.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested by the Indenture Trustee at the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement[; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer]. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement[; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer]. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So long as no the Indenture Trustee has not obtained actual knowledge that a Default or Event of Default shall have has occurred and be is continuing, all or a portion of the funds in the Trust Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee at upon Issuing Entity Order, subject to the written direction provisions of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 Section 5.1(b) of the Sale and Servicing Agreement; provided, thatand, funds on deposit in with respect to investments and reinvestments relating to the Reserve Spread Account shall be invested in Permitted Investments only, meeting the requirements of 17 CFR Part §246.4(b)(2), ) of Regulation RR as determined solely by the Servicer. For the avoidance of doubt, in no event shall the Indenture Trustee have any obligation or responsibility to monitor or enforce compliance with, or be charged with knowledge of the requirements of Regulation RR (including, but not limited to, §246.4(b)(2) and §246.4(b)(3)(i) therein), nor shall it be liable to any investor or any other party whatsoever for any violation of Regulation RR (including, but not limited to, §246.4(b)(2) and §246.4(b)(3)(i) therein) or any similar provisions now or hereafter in effect or the breach of any terms of the Indenture or any other document in connection therewith. (b) All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn deposited by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the ServicerCollection Account. The Servicer shall Issuing Entity will not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer Issuing Entity shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, Counsel to such effect. (bc) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable for the selection of Eligible Investments or by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms; provided, however, that the limitation to the Indenture Trustee’s liability does not extend to any actions constituting willful misconduct, negligence or bad faith. (cd) If (i) the Servicer Issuing Entity shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. a.m. (New York City time) (or such other time as may be agreed upon by the Issuer Issuing Entity and the Indenture Trustee), ) on the any Business Day preceding each Distribution Date, Day; or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the 5.2, or, if such Notes shall have been declared immediately due and payable following an Event of Default, and but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c5.4(b) as if there had not been such a declaration, ; then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted the Eligible Investments identified in accordance with clause (d) of the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvesteddefinition of Eligible Investments. (e) [Reserved].

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts other than the Holding Account shall be invested in Eligible Investments and reinvested by the Indenture Trustee at upon receipt of an Issuer Order, subject to the written direction provisions of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 Section 5.01(b) of the Sale and Servicing Agreement; provided. Except as otherwise provided in Section 5.01(b) of the Sale and Servicing Agreement, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All all income or other gain (net of losses and investment expenses) from investments of monies deposited in the such Trust Accounts shall be withdrawn deposited by the Indenture Trustee in the Collection Account, and any loss resulting from such accounts and distributed (but only under investments shall be charged to the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicerrelated Trust Account. The Servicer shall Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the security interest granted Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trusteeTrustee, in accordance with their terms. (c) If (i) the Servicer Issuer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (a.m., New York City time) time (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the any Business Day preceding each Distribution DateDay, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.not

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee at upon the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 Servicer, subject to the provisions of Section 4.01(b) of the Sale and Servicing Agreement; provided. Except as otherwise provided in Section 4.01(b) of the Sale and Servicing Agreement, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All all income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn by paid to the Indenture Trustee Servicer, and any loss resulting from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account investments shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction charged to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effectrelated Account. (b) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (2:00 P.M., New York City time) Time (or such other time as may be agreed upon by the Issuer and the Indenture Trustee), ) on the any Business Day preceding each Distribution Date, or (ii) to the knowledge of a Responsible Officer of the Indenture Trustee a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 5.02 or (iii) the if such Notes shall have been declared immediately due and payable following an Event of Default, and Default but amounts collected or receivable from the Owner Trust Estate are being applied in accordance with Section 5.4(c) 5.05 as if there had not been such a declaration, then the Indenture Trustee upon actual knowledge by a Responsible Officer of such event shall, in the case of clause (i) above, maintain such funds in cash or, in the case of clauses (ii) or (iii) above, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments the Eligible Investment listed in accordance with clause (vii) of the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvesteddefinition thereof.

General Provisions Regarding Accounts. (a) So For so long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested by the Servicer or the Indenture Trustee at the written direction of the Servicer Servicer, as applicable, in Permitted Eligible Investments as provided in Sections 4.1 and 4.7 4.01 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn (or caused to be withdrawn) by the Indenture Trustee Trustee, from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 4.01, 4.02, 4.05, 4.06, 4.07 and 4.7 4.08 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not and shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall 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 Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So For so long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested by the Servicer or the Indenture Trustee at the written direction of the Servicer Servicer, as applicable, in Permitted Eligible Investments as provided in Sections 4.1 and 4.7 4.01 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn (or caused to be withdrawn) by the Indenture Trustee Trustee, from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 4.01, 4.02, 4.05, 4.06, 4.07 and 4.7 4.08 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not and shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the security interest granted and perfected in such account Account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c6.01(c), neither the Indenture Trustee shall not in any way nor the Securities Intermediary will be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If the Securities Intermediary on behalf of the Indenture Trustee is the entity maintaining the Accounts and (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (2:00 p.m., New York City time) time (or such other time as may be agreed upon by the Issuer and the Indenture Trustee), on the Business Day preceding each Distribution Datethe day such investment will be made, (ii) to the knowledge of an Authorized Officer of the Indenture Trustee, a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 5.02 or (iii) if the Notes shall have been declared immediately due and payable following an Event of Default, and Default but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) 5.05 as if there had not been such a declaration, then the Indenture Trustee upon actual knowledge by a Responsible Officer of the Indenture Trustee of such event shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments the investments described in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given recent written investment direction to the Indenture TrusteeTrustee from the Servicer. (d) For so long as no Event of Default resulting in the Notes having being declared immediately due and payable shall have occurred and be continuing, the Issuer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any investments of funds shall remain uninvestedin the Accounts, and, in general, to exercise each and every other power or right with respect to each such investment, including the power to exercise any voting rights in respect of such investments.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested by the Indenture Trustee at the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there 59 had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts Collection Account, the Pre-Funding and Reinvestment Account, the Payahead Account, the Reserve Account, the Negative Carry Account and the Yield Supplement Account shall be invested by the Indenture Trustee at the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 4.1, 4.7 and 4.7 5.1 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts Collection Account, the Pre-Funding and Reinvestment Account, the Payahead Account, the Reserve Account, the Negative Carry Account and the Yield Supplement Account shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing AgreementAgreement in the case of the Pre-Funding and Reinvestment Account, the Reserve Account, the Negative Carry Account and the Yield Supplement Account) as provided in Sections 4.1 4.1, 4.7, 4.8, 4.9 and 4.7 5.1 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the security interest granted Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts Reserve Fund and the Yield Supplement Account shall be invested in Eligible Investments and reinvested by the Indenture Trustee at upon the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 Servicer, subject to the provisions of Section 4.01(b) of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts Reserve Fund and the Yield Supplement Account shall be withdrawn by the Indenture Trustee credited to such Account, and any loss resulting from such accounts investments shall be charged to such Account. (b) To the extent that the Servicer is required to remit all payments received from or on behalf of the Obligors on or in respect of the Receivables and distributed (but only under all Net Liquidation Proceeds daily to the circumstances set forth in the Sale and Servicing Agreement) Collection Account as provided in Sections 4.1 and 4.7 Section 4.02 of the Sale and Servicing Agreement; provided, that amounts released from all or a portion of the Reserve funds in the Collection Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined may be invested in Eligible Investments and reinvested by the Servicer. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any upon the written direction of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such saleServicer, in either case without any further action by any Person, and, in connection with any direction subject to the Indenture Trustee to make any such investment provisions of Section 4.01(b) of the Sale and Servicing Agreement. All income or saleother gain from investments of monies deposited in the Collection Account, if requested by the Indenture Trusteeany, the Issuer shall deliver be paid to the Indenture Trustee an Opinion Servicer as part of Counselthe Supplemental Servicing Fee, acceptable and any loss resulting from such investments shall be charged to the Indenture Trustee, to such effectCollection Account in accordance with Section 4.01(b) of the Sale and Servicing Agreement. (bc) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts Reserve Fund, the Yield Supplement Account or the Collection Account resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (cd) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts Reserve Fund, Yield Supplement Account or Collection Account to the Indenture Trustee by 11:00 A.M. (2:00 P.M., New York City time) Time (or such other time as may be agreed upon by the Issuer and the Indenture Trustee), ) on the any Business Day preceding each Distribution Date, or (ii) to the knowledge of a Responsible Officer of the Indenture Trustee a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 5.02 or (iii) the if such Notes shall have been declared immediately due and payable following an Event of Default, and Default but amounts collected or receivable from the Owner Trust Estate are being applied in accordance with Section 5.4(c) 5.05 as if there had not been such a declaration, then the Indenture Trustee upon actual knowledge by a Responsible Officer of such event shall, in the case of clause (i) above, maintain such funds in cash or, in the case of clauses (ii) or (iii) above, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts Reserve Fund, Yield Supplement Account or Collection Account specified in one or more Permitted Investments in accordance with the standing instructions most recently given recent investment direction received by the Indenture Trustee from the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested by the Indenture Trustee at the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. The Indenture Trustee shall have no obligation to invest or reinvest any amounts held in any of the Accounts in the absence of written investment direction. (cb) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (a.m., New York City time) time (or such other time as may be agreed upon by the Issuer Servicer and the Indenture Trustee), ) on the any Business Day preceding each Distribution Date, Day; or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the 5.2(a), or, if such Notes shall have been declared immediately due and payable following an Event of Default, and but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) 5.5 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Accounts in the Bankers Trust Accounts money market fund; provided such fund is an Eligible Investment or in one or more Permitted Eligible Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to until such time as the Indenture Trustee, the funds Trustee shall remain uninvestedreceive written direction otherwise.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested by the Indenture Trustee at the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 4.01 and 4.7 4.07 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn by the Indenture Trustee Trustee, either directly or through the Paying Agent, from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 Section 4.01 or 4.06 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (A.M., New York City time) time (or such other time as may be agreed upon by the Issuer and the Indenture Trustee), on the Business Day preceding each Distribution Date, related Deposit Date or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 5.02 or (iii) if the Notes shall have been declared immediately due and payable following an Event of Default, and Default but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) 5.05 as if there had not been such a declaration, then the Indenture Trustee upon actual knowledge by a Responsible Officer of the Indenture Trustee of such event shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in the one or more Permitted Investments listed in accordance with clause (vii) of the standing instructions most recently given by definition of the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvestedterm "Permitted Investments".

General Provisions Regarding Accounts. (a) So long as ------------------------------------- no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee at upon Issuer Order, subject to the written direction provisions of Section 2.3B of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and Servicing Administration Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies moneys deposited in the Trust Accounts shall be withdrawn deposited by the Indenture Trustee in the Collection Account, and any loss resulting from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account investments shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicerbe charged to such Trust Account. The Servicer shall Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable for the selection of Eligible Investments or by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer Issuer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) 10:00 a.m. Eastern Time (or such other time as may be agreed upon by the Issuer and Indenture Trustee), ) on the any Business Day preceding each Distribution Date, Day; or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the 5.2, or, if such Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Indenture Trust Estate are being applied in accordance with Section 5.4(c) 5.5 as if there had not been such a declaration, ; then the Indenture Trustee shall, to the fullest extent practicable, shall invest and reinvest funds in the Trust Accounts in one or more Permitted the Eligible Investments described in accordance with clause (d) of the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvesteddefinition thereof.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested by the Indenture Trustee at the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in Table of Contents either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested by the Indenture Trustee at the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. The Indenture Trustee shall have no obligation to invest or reinvest any amounts held in any of the Accounts in the absence of written investment direction. (cb) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (a.m., New York City time) time (or such other time as may be agreed upon by the Issuer Servicer and the Indenture Trustee), ) on the any Business Day preceding each Distribution Date, Day; or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the 5.2(a), or, if such Notes shall have been declared immediately due and payable following an Event of Default, and but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) 5.5 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in the Chase money market fund; provided such fund is an Eligible Investment or in one or more Permitted other Eligible Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to until such time as the Indenture Trustee, the funds Trustee shall remain uninvestedreceive written direction otherwise.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts Collection Account and the Reserve Account shall be invested by the Indenture Trustee at the written direction of the Servicer Servicer, in the case of the Collection Account, and at the written direction of the holders of Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Certificates, in the case of the Reserve Account, in Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts Collection Account shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth as provided in Section 4.1 of the Sale and Servicing Agreement. Amounts in the Reserve Account (including net income and gain) shall be applied as provided in Sections 4.1 and Section 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer or the holders of the requisite Percentage Interest evidencing the Certificates, as applicable, shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the security interest granted Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer or holders of the requisite Percentage Interests evidencing the Certificates, as applicable, shall have failed to give written investment directions for any funds on deposit in the Trust Accounts Collection Account or the Reserve Account to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) to the actual knowledge of a Trustee Officer of the Indenture Trustee, a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the if such Notes shall have been declared immediately due and payable following an Event of Default, Default and amounts collected or receivable received from the Trust Estate Xxxxxxxxx Xxxxx Xxxxxx are being applied in accordance with Section 5.4(c) 5.4 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest retain funds in the Trust Accounts in one Collection Account or more Permitted Investments in accordance with the standing instructions most recently given by Reserve Account, as the Servicer; providedcase may be, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested in Permitted Instruments and reinvested by the Indenture Trustee at upon Issuer Order, subject to the written direction provisions of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 Section 4.03 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies moneys deposited in the Trust Accounts shall be withdrawn deposited (or caused to be deposited) by the Indenture Trustee in the Principal and Interest Account, and any loss resulting from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account investments shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicerbe charged to such account. The Servicer shall Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) [Reserved] (c) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Investments Instruments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (cd) If (i) the Servicer Issuer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) a.m. Eastern Time (or such other time as may be agreed upon by the Issuer and Indenture Trustee), ) on the any Business Day preceding each Distribution Date, Day; or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or 5.2, or, (iii) the if such Notes shall have been declared immediately due and payable following an Event of Default, and Default but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) 5.5 as if there had not been such a declaration, ; then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvestedInstruments.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested by the Indenture Trustee at the written direction of the Master Servicer in Permitted Investments as provided in Sections 4.1 4.01, 4.07, 4.08, 4.09 and 4.7 4.10 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn by the Indenture Trustee Trustee, either directly or through the Paying Agent, from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 Section 4.01, 4.06 or 4.08 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Master Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Master Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (A.M., New York City time) time (or such other time as may be agreed upon by the Issuer and the Indenture Trustee), on the Business Day preceding each Distribution Date, related Deposit Date or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 5.02 or (iii) if the Notes shall have been declared immediately due and payable following an Event of Default, and Default but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) 5.05 as if there had not been such a declaration, then the Indenture Trustee upon actual knowledge by a Responsible Officer of the Indenture Trustee of such event shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in the one or more Permitted Investments listed in accordance with clause (vii) of the standing instructions most recently given by definition of the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvestedterm "Permitted Investments".

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested by the Indenture Trustee at the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement[; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer]. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement[; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer]. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the [Indenture Trustee Trustee][Securities Intermediary] 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 Permitted Investment included therein, except for losses attributable to the [Indenture Trustee’s Trustee’s][Security Intermediary’s] failure to make payments on such Permitted Investments issued by the [Indenture TrusteeTrustee][Securities Intermediary], in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the [Indenture Trustee Trustee][Securities Intermediary] by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and [Indenture TrusteeTrustee][Securities Intermediary]), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, then the [Indenture Trustee Trustee][Securities Intermediary] shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the [Indenture TrusteeTrustee][Securities Intermediary], the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts [and the [Swap][Cap] Collateral Account] shall be invested by in accordance with the Indenture Trustee at the written direction provisions of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 Section 5.05 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), . Except as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as otherwise provided in Sections 4.1 and 4.7 Section 5.05 of the Sale and Servicing Agreement; provided, that amounts released all income or other gain from investments of moneys deposited in such Trust Accounts (other than the Reserve Fund [and the Risk Retention Reserve Account]) shall be deposited by the Indenture Trustee in the Collection Account [and all income or other gain from investments of moneys deposited into the [Swap][Cap] Collateral Account shall meet be deposited into the requirements of 17 CFR Part 246.4(b)(3)(i)[Swap][Cap] Collateral Account], and any loss resulting from such investments shall be charged to the related Trust Account [or [Swap][Cap] Collateral Account], as determined by the Servicerapplicable. The Servicer shall Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts Collection Account, the Payahead Account, the Reserve Account and the Yield Supplement Account shall be invested by the Indenture Trustee at the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 4.1, 4.7 and 4.7 5.1 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts Collection Account, the Payahead Account, the Reserve Account and the Yield Supplement Account shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing AgreementAgreement in the case of the Reserve Account and the Yield Supplement Account) as provided in Sections 4.1 4.1, 4.7, 4.11, 4.12 and 4.7 5.1 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the security interest granted Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (a.m., New York City time) Time (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution DatePayment Date for any funds on deposit in the Collection Account, the Payahead Account, the Reserve Account or the Yield Supplement Account, (ii) to the knowledge of a Responsible Officer of the Indenture Trustee, a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, Default and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) 5.4 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the such Trust Accounts in one or more Permitted Investments as set forth in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvestedSchedule I hereto.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts Collection Account, the Payahead Account, the Reserve Account and the Yield Supplement Account shall be invested by the Indenture Trustee at the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 4.1, 4.7 and 4.7 5.1 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts Collection Account, the Payahead Account, the Reserve Account and the Yield Supplement Account shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing AgreementAgreement in the case of the Reserve Account and the Yield Supplement Account) and distributed as provided in Sections 4.1 4.1, 4.7 and 4.7 5.1 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts or in the Reserve Account or the Yield Supplement Account unless the security interest granted Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts or in the Reserve Account or the Yield Supplement Account resulting from any loss on any Permitted Eligible Investment included therein, except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts Collection Account, the Payahead Account, the Reserve Account or the Yield Supplement Account to the Indenture Trustee by 11:00 A.M. (a.m. New York City time) Time (or such other time as may be agreed upon by the Issuer and Indenture Trustee), ) on the Business Day preceding each Distribution Date, Date or (ii) to the knowledge of a Trustee Officer of the Indenture Trustee, a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the if such Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Indenture Trust Estate are being applied in accordance with Section 5.4(c) 5.4 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts Collection Account, the Payahead Account, the Reserve Account or the Yield Supplement Account, as the case may be, in one or more Permitted Investments described in accordance with clause (b) of the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvesteddefinition thereof.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts Collection Account, the Pre-Funding Account, the Payahead Account, the Reserve Account, the Supplemental Reserve Account, the Negative Carry Account and the Yield Supplement Account shall be invested by the Indenture Trustee at the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 4.1, 4.7 and 4.7 5.1 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts Collection Account, the Pre-Funding Account, the Payahead Account, the Reserve Account, the Supplemental Reserve Account, the Negative Carry Account and the Yield Supplement Account shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing AgreementAgreement in the case of the Pre-Funding Account, the Reserve Account, the Supplemental Reserve Account, the Negative Carry Account and the Yield Supplement Account) as provided in Sections 4.1 4.1, 4.7, 4.8, 4.9 and 4.7 5.1 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts Accounts, the Reserve Account, the Supplemental Reserve Account, the Negative Carry Account or the Yield Supplement Account unless the security interest granted Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts Accounts, the Reserve Account, the Supplemental Reserve Account, the Negative Carry Account or the Yield Supplement Account resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts Collection Account, the Pre-Funding Account, the Payahead Account, the Reserve Account, the Supplemental Reserve Account, the Negative Carry Account or the Yield Supplement Account to the Indenture Trustee by 11:00 A.M. (a.m., New York City time) Time (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Payment Date, (ii) to the knowledge of a Responsible Officer of the Indenture Trustee, a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the if such Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) 5.4 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in such Trust Accounts, the Trust Accounts Reserve Account, the Supplemental Reserve Account, the Negative Carry Account or the Yield Supplement Account, as the case may be, in one or more Permitted Investments as set forth in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.Schedule I hereto. SECTION

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts Collection Account, the Class A Quarterly Interest Funding Account, the Payahead Account and the Accumulation Account shall be invested by the Qualified Institution or the Qualified Trust Institution maintaining such account (which shall initially be the Indenture Trustee Trustee) at the written direction of the Servicer in Permitted Investments as provided in Sections Section 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts Collection Account, the Payahead Account, the Accumulation Account and the Reserve Account shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in Sections 4.6(b) and 4.8(c) in the Sale and Servicing AgreementAgreement in the case of the Reserve Account) and distributed as provided in Sections Section 4.1 and 4.7 4.8 of the Sale and Servicing Agreement; provided, that amounts released . All income or other gain from investments of monies deposited into the Reserve Class A Quarterly Interest Funding Account shall meet be retained in such account and applied in the requirements of 17 CFR Part 246.4(b)(3)(imanner set forth in Section 8.2(d), as determined by the Servicer. The Servicer shall not direct the Indenture Trustee Qualified Institution or Qualified Trust Institution maintaining the Collection Account, the Class A Quarterly Interest Funding Account, the Payahead Account or the Accumulation Account to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the security interest granted Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to by the Indenture Trustee Servicer to make any such investment or sale, if requested by the Indenture Trusteeapplicable Qualified Institution or Qualified Trust Institution, the Issuer shall deliver to the Indenture Trustee such Qualified Institution or Qualified Trust Institution an Opinion of Counsel, acceptable to the Indenture Trusteesuch Qualified Institution or Qualified Trust Institution, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts or in the Payahead Account resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. In addition, the Indenture Trustee shall have no duty to monitor the activities of any Qualified Institution or Qualified Trust Institution (unless such Qualified Institution or Qualified Trust Institution is also the Indenture Trustee) and shall not in any way be held liable for the actions or inactions of any Qualified Institution or Qualified Trust Institution (unless such Qualified Institution or Qualified Trust Institution is also the Indenture Trustee). (c) If the Indenture Trustee is the Qualified Institution or Qualified Trust Institution maintaining the Collection Account, the Class A Quarterly Interest Funding Account, the Payahead Account or the Accumulation Account and (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts Collection Account, the Class A Quarterly Interest Funding Account, the Payahead Account or the Accumulation Account to the Indenture Trustee by 11:00 A.M. (a.m. New York City time) Time (or such other time as may be agreed upon by the Issuer and the Indenture Trustee), ) on the Business Day preceding each Monthly Distribution Date, (ii) to the knowledge of a Trust Officer of the Indenture Trustee, a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Indenture Trust Estate are being applied in accordance with Section 5.4(c) 5.4 as if there had not been such a declaration, then in each case the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts Collection Account, the Class A Quarterly Interest Funding Account, the Payahead Account or the Accumulation Account, as the case may be, in one or more Permitted Investments described in accordance with clause (b) of the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvesteddefinition thereof.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts Collection Account and the Payahead Account shall be invested by the Qualified Institution or Qualified Trust Institution maintaining such account (which initially is the Indenture Trustee Trustee) at the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 Section 4.2 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts Collection Account, the Payahead Account and the Reserve Account shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in Sections 4.6(b) and 4.1(e)(ii) in the Sale and Servicing AgreementAgreement in the case of the Reserve Account) and distributed as provided in Sections Section 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not direct the Indenture Trustee Qualified Institution or Qualified Trust Institution maintaining the Collection Account or Payahead Account to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the security interest granted Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to by the Indenture Trustee Servicer to make any such investment or sale, if requested by the Indenture Trustee, (acting at the Issuer shall direction of not less than 50% of the Controlling Note Class), the Seller or the Servicer, as applicable, will deliver to the Indenture Trustee an Opinion of Counsel, acceptable Counsel to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts or in the Payahead Account resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. In addition, the Indenture Trustee shall have no duty to monitor the activities of any Qualified Institution or Qualified Trust Institution (unless such Qualified Institution or Qualified Trust Institution is also the Indenture Trustee) and shall not in any way be held liable for the actions or inactions of any Qualified Institution or Qualified Trust Institution (unless such Qualified Institution or Qualified Trust Institution is also the Indenture Trustee). (c) If the Indenture Trustee is the Qualified Institution or Qualified Trust Institution maintaining the Collection Account or the Payahead Account and (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts Collection Account or the Payahead Account to the Indenture Trustee by 11:00 A.M. (a.m. New York City time) Time (or such other time as may be agreed upon by the Issuer and the Indenture Trustee), ) on the Business Day preceding each Distribution Payment Date, (ii) to the knowledge of a Trustee Officer of the Indenture Trustee, a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and Default amounts collected or receivable from the Indenture Trust Estate are being applied in accordance with Section 5.4(c) 5.4 as if there had not been such a declaration, then in each case the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts Collection Account and the Payahead Account, as the case may be, in one or more Permitted Investments described in accordance with clause (b) of the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvesteddefinition thereof.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee at subject to the written direction provisions of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 Section 5.01(b) of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn deposited by the Indenture Trustee in the Collection Account, and any loss resulting from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account investments shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicerbe charged to such account. The Servicer shall Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts Account unless the security interest granted Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall not --------------- in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer Issuer (or the Servicer) shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), Trustee on the any Business Day preceding each Distribution Date, or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 5.02 or (iii) the if such ------------ Notes shall have been declared immediately due and payable following an Event of Default, and Default but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) 5.05 as if there had not been such a declaration, then ------------ the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Eligible Investments (as defined in accordance with the standing instructions most recently given by Sale and Servicing Agreement) specified in clause (h) of the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvesteddefinition thereof.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested by the Indenture Trustee at the written direction of the Servicer in Permitted Eligible Investments as provided in Sections 4.1 3.1 and 4.7 3.6(b) of the Sale and Servicing Allocation Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Allocation Agreement) as provided in Sections 4.1 3.1 and 4.7 3.6(d) of the Sale and Servicing Allocation Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the security interest granted Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section SECTION 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Payment Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section SECTION 5.2 or (iii) if the Notes shall have been declared immediately due and payable following 62 an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) SECTION 5.4 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Eligible Investments described in accordance with CLAUSE (vii) of the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvesteddefinition thereof.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee at upon Issuer Order, subject to the written direction provisions of Section 2.3B of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and Servicing Administration Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies moneys deposited in the Trust Accounts shall be withdrawn deposited by the Indenture Trustee in the Collection Account, and any loss resulting from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account investments shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicerbe charged to such Trust Account. The Servicer shall Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable for the selection of Eligible Investments or by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Eligible Investments 40 issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee at upon Issuer Order, subject to the written direction provisions of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 Section 5.1(b) of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies moneys deposited in the Trust Accounts shall be withdrawn deposited by the Indenture Trustee in the Collection Account, and any loss or expenses resulting from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account investments shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicerbe charged to such account. The Servicer shall Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, Counsel to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable for the selection of Eligible Investments or by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If If: (i) the Servicer Issuer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.by

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuingoccurred, all or a portion of the funds in the Trust Accounts shall be invested in accordance with the provisions of Section 7.03 of the Pooling and Servicing Agreement. Except as otherwise provided in Section 7.03 of the Pooling and Servicing Agreement, all income or other gain from investments of moneys deposited in the Collection Account and the Note Distribution Account shall be deposited by the Indenture Trustee at the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Collection Account shall be invested in Permitted Investments meeting and the requirements of 17 CFR Part 246.4(b)(2)Note Distribution Account, as determined by the Servicercase may be. All income or other gain (net resulting from investment of losses and investment expenses) from investments of monies funds deposited in the Trust Accounts Cash Collateral Account shall be withdrawn by retained therein until applied in accordance with the Indenture Trustee Cash Collateral Account Agreement. All income or other gain resulting from investment of funds deposited in the Class A Principal Account shall be deposited in the Collection Account. All income or other gain resulting from investment of funds deposited in the Class A-2a Funding Account shall be deposited in the Collection Account. Any loss resulting from such accounts and distributed (but only under investments shall be charged to the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicerrelated Trust Account. The Servicer shall Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trusteeIndenture Trustee, in accordance with their terms. (c) If (i) the Servicer Issuer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (a.m., New York City time) time (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the any Business Day preceding each Distribution Date, or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 5.02 or (iii) the if such Notes shall have been declared immediately due and payable following an Event of Default, and but amounts collected or receivable from the Trust Estate Collateral are being applied in accordance with Section 5.4(c) 5.05 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Eligible Investments described in accordance with clause (vi) of the standing instructions most recently given by definition thereof in the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvestedPooling and Servicing Agreement.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts Collection Account, the Payahead Account and the Class A Reserve Account shall be invested by the Indenture Trustee at the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Collection Account, the Payahead Account and the Reserve Accounts shall be withdrawn by the Indenture Trustee or any Paying Agent, as the case may be, from such accounts and deposited or distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) Agreement in the case of the Reserve Accounts), as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not direct the Indenture Trustee or any Paying Agent to make any investment of any funds or to sell any investment held in any of the Trust Accounts or the Reserve Accounts unless the security interest interests 39 45 granted and perfected in such account accounts will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee Trustee, to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), neither the Indenture Trustee, any Paying Agent nor the Owner Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts or the Reserve Accounts, resulting from any loss on any Permitted Investment included therein, except for losses attributable to the failure by the Indenture Trustee’s failure , any Paying Agent or the Owner Trustee, as the case may be, to make payments on such Permitted Investments issued by the Indenture Trustee, any Paying Agent or the Owner Trustee, as applicable, in its their respective commercial capacity capacities as principal obligor obligors and not as trusteetrustees, in accordance with their terms. (c) If (i) the Servicer . The Indenture Trustee shall have failed no obligation to give invest or reinvest any amounts held hereunder in the absence of written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvesteddirection.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested by the Indenture Trustee at the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that, funds Amounts on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall not be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 commingled with any other moneys or property of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not direct the Indenture Trustee to make Issuer or any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effectAffiliate. (b) If any amounts are needed for disbursement from any Account pursuant to this Article 12, and sufficient uninvested funds are not available in such Account to make such disbursement, in the absence of an Issuer Order for the liquidation of Cash Equivalents held therein, the Trustee shall cause to be sold or otherwise converted to cash, Cash Equivalents held in such Account, in an amount sufficient to make such disbursement. (c) Subject to Section 6.1(c)6.1, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their termsAccount. (cd) If In the event that: (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii1) a Default default or Event of Default shall have has occurred and be continuing with respect to the Notes is continuing, but the Notes shall have not have been declared immediately due and payable pursuant to Section 5.2 or 5.2; or (iii2) an Event of Default has occurred and is continuing, the Notes shall have been declared immediately due and payable following an Event of Defaultpursuant to Section 5.2, and amounts collected or receivable from the Trust Estate pursuant to Article 5 of this Indenture are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, 5.6 the Trustee shall invest and reinvest the funds then in the Indenture Trustee shallAccounts, to the fullest extent practicable, invest and reinvest practicable in Cash Equivalents. All such investments made under the circumstances described in clause (2) above shall mature no later than the first date following the date of such investment on which the Trustee proposes to make a distribution to Holders of Notes pursuant to Section 5.6. (e) The Trustee or the Paying Agent acting on behalf of the Trustee shall maintain in its possession all certificates or other instruments evidencing any investment of funds in the Trust Accounts in one or more Permitted Investments in accordance with and shall relinquish possession of such items only for purposes of collecting the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvestedfinal payment receivable on such investment.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts Collection Account shall be invested by the Indenture Trustee at the written direction of the Servicer in Permitted Investments specified in such written direction as provided in Sections Section 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts Collection Account shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections Section 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the security interest granted Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts Collection Account to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) to the knowledge of a Trustee Officer of the Indenture Trustee, a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the if such Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, Default then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts Collection Account, as the case may be, in one JPMorgan Prime Money Market Fund (Institutional) 829. (d) Each Noteholder or more Permitted Investments Note Owner, by its acceptance of a Note, or in accordance the case of a Note Owner, a beneficial interest in a Note, acknowledges that (i) the Receivables Servicing Agreement dated as of November 1, 2002 with Ford Credit will terminate on September 30, 2009, (ii) the standing instructions most recently given by Receivables Servicing Agreement dated as of September 1, 2003 with Ford Credit will terminate on July 31, 2010, (iii) the Servicer; providedGMAC Servicing Agreement will terminate on August 31, however2011 and (iv) the Servicing and Administration Agreement dated as of September 16, that if no standing instructions shall have been given 2003 with DCS will terminate on September 30, 2011. After (i) September 30, 2009 with respect to certain Ford Credit Receivables and after July 31, 2010 with respect to the Indenture Trusteeremaining Ford Credit Receivables (ii) August 31, 2011 with respect to the GMAC Receivables and (iii) September 30, 2011 with respect to the DCS Receivables with a Cut-off Date of September 3, 2003, the funds shall remain uninvestedNoteholders will not have any right, title and interest in, to and under, any future claims, demands, causes of action and chooses in action in respect of such Receivables. After (i) September 30, 2009 with respect to certain Ford Credit Receivables and after July 31, 2010 with respect to the remaining Ford Credit Receivables, (ii) August 31, 2011 with respect to the GMAC Receivables and (iii) September 30, 2011 with respect to the DCS Receivables with a Cut-off Date of September 3, 2003, collections in respect of such Receivables will not be deposited in the deposit accounts maintained with JP Morgan Chase Bank, will not be xxxxxxxxd xxxx the Collection Account, and will not be available to make the distributions described in Section 8.2 of this Indenture.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee at upon Issuer Order, subject to the written direction provisions of Section 2.3(b) of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and Servicing Administration Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies moneys deposited in the Trust Accounts shall be withdrawn deposited by the Indenture Trustee in the Collection Account, and any loss resulting from such accounts and distributed (but only under the circumstances set forth investments shall be charged to such Trust Account. All income or other gain from investments of moneys deposited in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; providedCapitalized Interest Account, that amounts released from the Reserve Account if any, shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined be deposited by the ServicerIndenture Trustee in the Capitalized Interest Account, and any loss resulting from such investments shall be charged to the Capitalized Interest Account. The Servicer shall Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts Collection Account, the Payahead Account, the Reserve Account and the Yield Supplement Account shall be invested by the Indenture Trustee at the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 4.1, 4.7 and 4.7 5.1 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts Collection Account, the Payahead Account, the Reserve Account and the Yield Supplement Account shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing AgreementAgreement in the case of the Reserve Account and the Yield Supplement Account) as provided in Sections 4.1 4.1, 4.7 and 4.7 5.1 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts or in the Reserve Account or the Yield Supplement Account unless the security interest granted Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts or in the Reserve Account or the Yield Supplement Account resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts Collection Account, the Payahead Account, the Reserve Account or the Yield Supplement Account to the Indenture Trustee by 11:00 A.M. (a.m. New York City time) Time (or such other time as may be agreed upon by the Issuer and Indenture Trustee), ) on the Business Day preceding each Distribution Date, Payment Date or (ii) to the knowledge of a Responsible Officer of the Indenture Trustee, a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the if such Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) 5.4 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in such Trust Accounts, the Trust Accounts Reserve Account or the Yield Supplement, as the case may be, in one or more Permitted Investments as set forth in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvestedSchedule I hereto.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested by the Master Servicer or the Indenture Trustee at the written direction of the Servicer Master Servicer, as applicable, in Permitted Investments as provided in Sections 4.1 4.01, 4.07, 4.08 and 4.7 4.09 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn (or caused to be withdrawn) by the Indenture Trustee Trustee, from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 Section 4.01, 4.06 or 4.08 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Master Servicer shall not and shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Master Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (A.M., New York City time) time (or such other time as may be agreed upon by the Issuer and the Indenture Trustee), on the Business Day preceding each Distribution Date, related Deposit Date or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 5.02 or (iii) if the Notes shall have been declared immediately due and payable following an Event of Default, and Default but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) 5.05 as if there had not been such a declaration, then the Indenture Trustee upon actual knowledge by a Responsible Officer of the Indenture Trustee of such event shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in the one or more Permitted Investments listed in accordance with clause (vii) of the standing instructions most recently given by definition of the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvestedterm "Permitted Investments".

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts Collection Account and the Reserve Account shall be invested by the Indenture Trustee at the written direction of the Servicer Servicer, in the case of the Collection Account, and at the written direction of the [holders of Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Certificates] [Depositor], in the case of the Reserve Account, in Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts Collection Account shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth as provided in Section 4.1 of the Sale and Servicing Agreement. Amounts in the Reserve Account (including net income and gain) shall be applied as provided in Sections 4.1 and Section 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer or the [holders of the requisite Percentage Interest evidencing the Certificates] [Depositor] as applicable, shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the security interest granted Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer or the [holders of the requisite Percentage Interests evidencing the Certificates] [Depositor], as applicable, shall have failed to give written investment directions for any funds on deposit in the Trust Accounts Collection Account or the Reserve Account to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) to the actual knowledge of a Trustee Officer of the Indenture Trustee, a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the if such Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Indenture Trust Estate are being applied in accordance with Section 5.4(c) 5.4 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest retain funds in the Trust Accounts in one Collection Account or more Permitted Investments in accordance with the standing instructions most recently given by Reserve Account, as the Servicer; providedcase may be, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So long as no Default or Event of ------------------------------------- Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee at upon Issuer Order, subject to the written direction provisions of Section 2.3B of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and Servicing Administration Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies moneys deposited in the Trust Accounts shall be withdrawn deposited by the Indenture Trustee in the Collection Account, and any loss resulting from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account investments shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicerbe charged to such Trust Account. The Servicer shall Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable for the selection of Eligible Investments or by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested in Permitted Instruments and reinvested by the Indenture Trustee at upon Issuer Order, subject to the written direction provisions of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 Section 4.03 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies moneys deposited in the Trust Accounts shall be withdrawn deposited (or caused to be deposited) by the Indenture Trustee in the Principal and Interest Account, and any loss resulting from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account investments shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicerbe charged to such account. The Servicer shall Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee and the Note Insurer an Opinion of Counsel, acceptable to the Indenture TrusteeTrustee and the Note Insurer, to such effect. (b) [Reserved] (c) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Investments Instruments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested by the Indenture Trustee at the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 4.01 and 4.7 4.07 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn by the Indenture Trustee Trustee, either directly or through the Paying Agent, from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 Section 4.01 or 4.06 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (A.M., New York City time) time (or such other time as may be agreed upon by the Issuer and the Indenture Trustee), on the Business Day preceding each such Distribution Date, Date or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 5.02 or (iii) if the Notes shall have been declared immediately due and payable following an Event of Default, and Default but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) 5.05 as if there had not been such a declaration, then the Indenture Trustee upon actual knowledge by a Responsible Officer of the Indenture Trustee of such event shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in the one or more Permitted Investments listed in accordance with clause (vii) of the standing instructions most recently given by definition of the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvestedterm "Permitted Investments".

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts Collection Account shall be invested by the Indenture Trustee at the written direction of the Servicer in Permitted Investments specified in such written direction as provided in Sections Section 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts Collection Account shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections Section 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the security interest granted Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts Collection Account to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) to the knowledge of a Trustee Officer of the Indenture Trustee, a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the if such Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, Default then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts Collection Account, as the case may be, in one JPMorgan Prime Money Market Fund (Institutional) 829. (d) Each Noteholder or more Permitted Investments Note Owner, by its acceptance of a Note, or in accordance the case of a Note Owner, a beneficial interest in a Note, acknowledges that (i) the Receivables Servicing Agreement dated as of September 1, 2003 with Ford Credit will terminate on July 31, 2010, (ii) the standing instructions most recently given by GMAC Servicing Agreement dated as of September 9, 2003 will terminate on August 31, 2011, (iii) the Servicer; providedGMAC Servicing Agreement dated as of October 25, however2004 will terminate on July 31, that if no standing instructions shall have been given 2012 and (iv) the Servicing and Administration Agreement dated as of October 12, 2004 with DCS will terminate on September 30, 2012. After (i) July 31, 2010 with respect to the Indenture TrusteeFord Credit Receivables, (ii) August 31, 2011 with respect to certain GMAC Receivables and after July 31, 2012 with respect to the remaining GMAC Receivables and (iii) September 30, 2012 with respect to the DCS Receivables, the funds shall remain uninvestedNoteholders will not have any right, title and interest in, to and under, any future claims, demands, causes of action and chooses in action in respect of such Receivables. After (i) July 31, 2010 with respect to the Ford Credit Receivables, (ii) August 31, 2011 with respect to certain GMAC Receivables and after July 31, 2012 with respect to the remaining GMAC Receivables and (iii) September 30, 2012 with respect to the DCS Receivables, collections in respect of such Receivables will not be deposited in the deposit accounts maintained with JP Morgan Chase Bank or Wells Farxx Xxxx, Nxxxxxal Associxxxxx, will not be deposited into the Collection Account, and will not be available to make the distributions described in Section 8.2 of this Indenture.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts Collection Account, the Pre-Funding Account, the Payahead Account, the Reserve Account, the Negative Carry Account and the Yield Supplement Account shall be invested by the Indenture Trustee at the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 4.1, 4.7 and 4.7 5.1 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts Collection Account, the Pre-Funding Account, the Payahead Account, the Reserve Account, the Negative Carry Account and the Yield Supplement Account shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing AgreementAgreement in the case of the Pre-Funding Account, the Reserve Account, the Negative Carry Account and the Yield Supplement Account) as provided in Sections 4.1 4.1, 4.7, 4.8, 4.9 and 4.7 5.1 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the security interest granted Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So For so long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested by the Servicer or the Indenture Trustee at the written direction of the Servicer Servicer, as applicable, in Permitted Eligible Investments as provided in Sections 4.1 and 4.7 4.01 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn (or caused to be withdrawn) by the Indenture Trustee Trustee, from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 4.01, 4.02, 4.05, 4.06, 4.07 and 4.7 4.08 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not and shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall 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 Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If the Indenture Trustee is the entity maintaining the Accounts and (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (_:00 p.m., New York City time) time (or such other time as may be agreed upon by the Issuer and the Indenture Trustee), on the Business Day preceding each Distribution Datethe day such investment will be made, (ii) to the knowledge of an Authorized Officer of the Indenture Trustee, a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 5.02 or (iii) if the Notes shall have been declared immediately due and payable following an Event of Default, and Default but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) 5.05 as if there had not been such a declaration, then the Indenture Trustee upon actual knowledge by a Responsible Officer of the Indenture Trustee of such event shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in the one or more Permitted Investments investments described in accordance with clause (vii) of the standing instructions most recently given by definition of the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvestedterm “Eligible Investments”.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts (other than the Lockbox Account) shall be invested in Permitted Investments and reinvested by the Indenture Trustee at pursuant to the written direction provisions of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 SECTION 2.5 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies moneys deposited in the Trust Accounts shall be withdrawn deposited by the Indenture Trustee in the Collection Account or the Reserve Account, and any loss or expenses resulting from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account investments shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, charged to such effectaccount. (b) Subject to Section 6.1(cSECTION 6.1(C), the Indenture Trustee shall not in any way be held liable for the selection of Permitted Investments or by reason of any insufficiency in any an of the Trust Accounts resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) In the absence of timely and specific written investment direction from the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to and Issuer, the Indenture Trustee by 11:00 A.M. shall invest any cash held in Permitted Investments of a type described in clause (New York City timec)(i) (or such other time as may be agreed upon by of the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default definition thereof. In no event shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions be liable for investment losses incurred thereon. The Indenture Trustee shall have been given no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the Indenture Trustee, failure of the funds shall remain uninvestedServicer and Issuer to provide timely written investment direction.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts Collection Account, the Payahead Account, the Reserve Account, the Supplemental Reserve Account and the Yield Supplement Account shall be invested by the Indenture Trustee at the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 4.1, 4.7 and 4.7 5.1 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts Collection Account, the Payahead Account, the Reserve Account, the Supplemental Reserve Account and the Yield Supplement Account shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing AgreementAgreement in the case of the Reserve Account, the Supplemental Reserve Account and the Yield Supplement Account) as provided in Sections 4.1 4.1, 4.7 and 4.7 5.1 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts Accounts, the Reserve Account, the Supplemental Reserve Account or the Yield Supplement Account unless the security interest granted Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts Accounts, the Reserve Account, the Supplemental Reserve Account or the Yield Supplement Account resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts Collection Account, the Payahead Account, the Reserve Account, the Supplemental Reserve Account or the Yield Supplement Account to the Indenture Trustee by 11:00 A.M. (a.m., New York City time) Time (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Payment Date, (ii) to the knowledge of a Responsible Officer of the Indenture Trustee, a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the if such Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) 5.4 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in such Trust Accounts, the Trust Accounts Reserve Account, the Supplemental Reserve Account or the Yield Supplement, as the case may be, in one or more Permitted Investments as set forth in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvestedSchedule I hereto.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts Collection Account shall be invested by the Securities Administrator, on behalf of the Indenture Trustee Trustee, at the written direction of the Master Servicer in Permitted Investments specified in such written direction as provided in Sections Section 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts Collection Account shall be withdrawn by the Securities Administrator, on behalf of the Indenture Trustee Trustee, from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections Section 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Master Servicer shall not direct the Securities Administrator, on behalf of the Indenture Trustee Trustee, to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the security interest granted Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Securities Administrator, on behalf of the Indenture Trustee Trustee, to make any such investment or sale, if requested by the Securities Administrator, on behalf of the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee and the Securities Administrator an Opinion of Counsel, acceptable to the Indenture TrusteeTrustee and the Securities Administrator, to such effect. (b) Subject to Section 6.1(c6.13(c), the Indenture Trustee Securities Administrator shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s Securities Administrator's failure to make payments on such Permitted Investments issued by the Securities Administrator, on behalf of the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Master Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts Collection Account to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by Securities Administrator, on behalf of the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, or (ii) to the knowledge of an Authorized Officer of the Securities Administrator, a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the if such Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, Default then the Securities Administrator, on behalf of the Indenture Trustee Trustee, shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts Collection Account, as the case may be, in one or more Permitted Investments in accordance with maturing on the standing instructions most recently given by Business Day prior to the Servicernext Payment Date; provided, however, that if no standing instructions the Master Servicer shall have been given not be required to invest amounts representing Available Collections for a Payment Date that are deposited into the Collection Account on or after the Business Day preceding the related Payment Date. (d) Each Noteholder or Note Owner, by its acceptance of a Note, or in the case of a Note Owner, a beneficial interest in a Note, acknowledges that the Ford Receivables Servicing Agreement will terminate on the Distribution Date (as defined therein) immediately succeeding July 31, 2010 (the "Ford Credit Termination Date"). After the Ford Credit Termination Date with respect to the Indenture TrusteeFord Credit Receivables, the funds shall remain uninvestedNoteholders will not have any right, title and interest in, to and under, any future claims, demands, causes of action and chooses in action in respect of such Receivables. After the Ford Credit Termination Date with respect to the Ford Credit Receivables, collections in respect of such Receivables will not be deposited in the deposit accounts maintained with the Master Servicer or Administrator, will not be deposited into the Collection Account, and will not be available to make the distributions described in Section 8.2 of this Indenture.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee at upon Issuer Order, subject to the written direction provisions of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 Section 5.01(b) of the Sale and Servicing Agreement; provided, thathowever, funds on deposit in that any Insured Payments received by the Reserve Account Indenture Trustee shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicerheld uninvested. All income or other gain (net of losses and investment expenses) from investments of monies moneys deposited in the Trust Accounts shall be withdrawn deposited by the Indenture Trustee in the Collection Account, and any loss resulting from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account investments shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicerbe charged to such Trust Account. The Servicer shall Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee Trustee, the Securities Insurer and the Swap Counterparty an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee at upon Issuer Order, subject to the written direction provisions of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2Section 8.01(b), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies moneys deposited in the Trust Accounts shall be withdrawn deposited by the Indenture Trustee in the Collection Account, and any loss resulting from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account investments shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicerbe charged to such Trust Account. The Servicer shall Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested in Permitted Investments and reinvested by the Indenture Trustee at the written direction of the Servicer Affiliated Holder in Permitted Investments as provided in Sections 4.1 and 4.7 accordance with the provisions of ARTICLE V of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies moneys deposited in the Trust Accounts shall be withdrawn deposited by the Indenture Trustee into the Note Distribution Account, and any loss resulting from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account investments shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicerbe charged to such account. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the security interest granted and perfected in such account Issuer will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect.not (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer Issuer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) a.m. Eastern Time (or such other time as may be agreed upon by the Issuer and Indenture Trustee), ) on the any Business Day preceding each Distribution Date, or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the if such Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate Collateral are being applied in accordance with Section 5.4(c) 5.5 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvestedEligible Investments.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested by the Master Servicer or the Indenture Trustee at the written direction of the Servicer Master Servicer, as applicable, in Permitted Eligible Investments as provided in Sections 4.1 and 4.7 4.01 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn (or caused to be withdrawn) by the Indenture Trustee Trustee, from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 4.01, 4.02, 4.06, 4.07, 4.08 and 4.7 4.09 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Master Servicer shall not and shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Master Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (A.M., New York City time) time (or such other time as may be agreed upon by the Issuer and the Indenture Trustee), on the Business Day preceding each Distribution Date, related Deposit Date or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 5.02 or (iii) if the Notes shall have been declared immediately due and payable following an Event of Default, and Default but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) 5.05 as if there had not been such a declaration, then the Indenture Trustee upon actual knowledge by a Responsible Officer of the Indenture Trustee of such event shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in the one or more Permitted Eligible Investments listed in accordance with clause (vii) of the standing instructions most recently given by definition of the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvestedterm "Eligible Investments".

General Provisions Regarding Accounts. (a) So long as no Default or Trust Agreement Event of Default shall have occurred and be continuing, all or a portion of the funds (if any) in the Trust Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee at Servicer or the written direction Collateral Agent upon receipt of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Serviceran Issuer Order. All income or other gain (net of losses and investment expenses) from investments of monies moneys deposited in the any Trust Accounts Account shall be withdrawn by the Indenture Trustee credited to such Trust Account, and any loss resulting from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account investments shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicerbe charged to such Trust Account. The Servicer shall Issuer will not direct the Indenture Trustee Collateral Agent to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee Collateral Agent to make any such investment or sale, if requested by the Indenture TrusteeCollateral Agent, the Issuer shall deliver to the Indenture Trustee Collateral Agent an Opinion of Counsel, acceptable to the Indenture TrusteeCollateral Agent, to such effect. (b) Subject to Section 6.1(c6.01(c), the Indenture Trustee 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 Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s Collateral Agent's failure to make payments on such Permitted Eligible Investments issued by the Indenture TrusteeCollateral Agent, in its commercial capacity as principal obligor and not as trusteeCollateral Agent, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee at upon Issuer Order, subject to the written direction provisions of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 Section 5.01(b) of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies moneys deposited in the Trust Accounts shall be withdrawn deposited by the Indenture Trustee in the Collection Account, and any loss resulting from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account investments shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicerbe charged to such Trust Account. The Servicer shall Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's -43- 50 failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments in accordance with the standing instructions most recently given by the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvested.

General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested by the Master Servicer or the Indenture Trustee at the written direction of the Servicer Master Servicer, as applicable, in Permitted Eligible Investments as provided in Sections 4.1 and 4.7 4.01 of the Sale and Servicing Agreement; provided, that, funds on deposit in the Reserve Account shall be invested in Permitted Investments meeting the requirements of 17 CFR Part 246.4(b)(2), as determined by the Servicer. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn (or caused to be withdrawn) by the Indenture Trustee Trustee, from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 4.01, 4.02, 4.03, 4.09, 4.10 and 4.7 4.11 of the Sale and Servicing Agreement; provided, that amounts released from the Reserve Account shall meet the requirements of 17 CFR Part 246.4(b)(3)(i), as determined by the Servicer. The Master Servicer shall not and shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment 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 or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Eligible Investment included therein, therein except for losses attributable to the Indenture Trustee’s 's failure to make payments on such Permitted Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Master Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (A.M., New York City time) time (or such other time as may be agreed upon by the Issuer and the Indenture Trustee), on the Business Day preceding each Distribution Date, related Deposit Date or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 5.02 or (iii) if the Notes shall have been declared immediately due and payable following an Event of Default, and Default but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4(c) 5.05 as if there had not been such a declaration, then the Indenture Trustee upon actual knowledge by a Responsible Officer of the Indenture Trustee of such event shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in the one or more Permitted Eligible Investments listed in accordance with clause (vii) of the standing instructions most recently given by definition of the Servicer; provided, however, that if no standing instructions shall have been given to the Indenture Trustee, the funds shall remain uninvestedterm "Eligible Investments".