Common use of General Provisions Regarding Trust Accounts Clause in Contracts

General Provisions Regarding Trust Accounts. (a) All or a portion of the funds in the Collection Account and the Transfer Obligation Account shall be invested in Permitted Investments in accordance with the provisions of Section 5.03(b) of the Sale and Servicing Agreement. The Indenture Trustee will not make any investment of any funds or sell any investment held in the Collection Account or the Transfer Obligation Account (other than in Permitted Investments in accordance with Section 5.03(b) of the Sale and Servicing Agreement) 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, as evidenced by an Opinion of Counsel delivered to the Indenture Trustee by the Initial Noteholder or the Servicer, as the case may be. (b) Subject to Section 6.01 (c) hereof, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in the Collection Account or the Transfer Obligation Account resulting from any loss on any Eligible Investment included therein. (c) If (i) the Initial Noteholder or the Servicer, as the case may be, shall have failed to give investment directions for any funds on deposit in the Collection Account or the Transfer Obligation Account to the Indenture Trustee by 2:00 p.m. New York City time (or such other time as may be agreed by the Issuer and Indenture Trustee) on any Business Day or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.02 hereof or (iii) if such Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Collateral are being applied in accordance with Section 5.05 hereof 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 Collection Account and the Transfer Obligation Account in one or more Permitted Investments specified in item (3) in the definition thereof.

General Provisions Regarding Trust Accounts. (a) All or a portion of the funds in the Collection Account and the Transfer Obligation Account shall be invested in Permitted Investments in accordance with the provisions of Section 5.03(b) of the Sale and Servicing Agreement. The Indenture Trustee will not make any investment of any funds or sell any investment held in the Collection Account or the Transfer Obligation Account (other than in Permitted Investments in accordance with Section 5.03(b) of the Sale and Servicing Agreement) 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, as evidenced by an Opinion of Counsel delivered to the Indenture Trustee by the Initial Noteholder or the Servicer, as the case may be. (b) Subject to Section 6.01 (c) hereof, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in the Collection Account or the Transfer Obligation Account resulting from any loss on any Eligible Investment included therein. (c) If (i) the Initial Noteholder or the Servicer, as the case may be, shall have failed to give investment directions for any funds on deposit in the Collection Account or the Transfer Obligation Account to the Indenture Trustee by 2:00 p.m. New York City time (or such other time as may be agreed by the Issuer and Indenture Trustee) on any Business Day unless the Servicer is then acting as Paying Agent with respect to such accounts or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.02 hereof or (iii) if such Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Collateral are being applied in accordance with Section 5.05 hereof 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 Collection Account and the Transfer Obligation Account in one or more Permitted Investments specified in item (3) in the definition thereof.

General Provisions Regarding Trust Accounts. (a) All or a portion of the funds in the Collection Account and the Transfer Obligation Account shall be invested in Permitted Investments in accordance with the provisions of Section 5.03(b) of the Sale and Servicing Agreement. The Indenture Trustee will not make any investment of any funds or sell any investment held in the Collection Account or the Transfer Obligation Account (other than in Permitted Investments in accordance with Section 5.03(b) of the Sale and Servicing Agreement) 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, as evidenced by an Opinion of Counsel delivered to the Indenture Trustee by the Initial Noteholder Issuer or the Servicer, as the case may be. (b) Subject to Section 6.01 (c6.01(c) hereof, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in the Collection Account or the Transfer Obligation Account resulting from any loss on any Eligible Investment Permitted Investments included therein. (c) If (i) the Initial Noteholder Issuer or the Servicer, as the case may be, shall have failed to give investment directions for any funds on deposit in the Collection Account or the Transfer Obligation Account to the Indenture Trustee by 2:00 p.m. New York City time (or such other time as may be agreed by the Issuer and Indenture Trustee) on any Business Day unless the Servicer is then acting as Paying Agent with respect to such accounts or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.02 hereof or (iii) if such Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Collateral are being applied in accordance with Section 5.05 hereof 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 Collection Account and the Transfer Obligation Account Accounts in one or more Permitted Investments specified in item (3) in the definition thereofInvestments.

General Provisions Regarding Trust Accounts. (a) All or a portion of the funds in the Collection Account and the Transfer Obligation Account shall be invested in Permitted Investments in accordance with the provisions of Section 5.03(b) of the Sale and Servicing Agreement. The Indenture Trustee will not make any investment of any funds or sell any investment held in the Collection Account or the Transfer Obligation Account (other than in Permitted Investments in accordance with Section 5.03(b) of the Sale and Servicing Agreement) 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, as evidenced by an Opinion of Counsel delivered to the Indenture Trustee by the Initial Noteholder or the Servicer, as the case may be. (b) Subject to Section 6.01 (c6.01(c) hereof, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in the Collection Account or the Transfer Obligation Account resulting from any loss on any Eligible Investment included therein. (c) If (i) the Initial Noteholder or the Servicer, as the case may be, shall have failed to give investment directions for any funds on deposit in the Collection Account or the Transfer Obligation Account to the Indenture Trustee by 2:00 p.m. New York City time (or such other time as may be agreed by the Issuer and Indenture Trustee) on any Business Day or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.02 hereof or (iii) if such Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Collateral are being applied in accordance with Section 5.05 hereof 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 Collection Account and the Transfer Obligation Account in one or more Permitted Investments specified in item (3) in the definition thereof.

General Provisions Regarding Trust Accounts. (a) All So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Collection Account and the Transfer Obligation Account shall be invested in Permitted Investments and reinvested by the Servicer and the Indenture Trustee, as applicable, at the direction of the Servicer in accordance with the provisions of Section SECTION 5.03(b) of the Sale and Servicing Agreement. The All income or other gain from investments of moneys deposited in the Collection Account and Transfer Obligation Account shall be deposited by the Indenture Trustee into the Collection Account or Transfer Obligation Account, as the case may be, immediately upon receipt thereof by the Indenture Trustee. The Loan Originator will not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in the Collection Account or the Transfer Obligation Account (other than in Permitted Investments in accordance with Section 5.03(b) of the Sale and Servicing Agreement) 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, as evidenced by an Opinion of Counsel delivered and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Initial Noteholder or Indenture Trustee, the ServicerIssuer shall deliver to the Indenture Trustee an Opinion of Counsel, as acceptable to the case may beIndenture Trustee, to such effect. (b) Subject to Section 6.01 (cSECTION 6.01(c) hereof, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in the Collection Account or the Transfer Obligation Account resulting from any loss on any Eligible Investment included thereintherein 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 Initial Noteholder or the Servicer, as the case may be, Servicer shall have failed to give investment directions for any funds on deposit in the Collection Account (except as may be otherwise provided in the Collection Account Letter Agreement) or the Transfer Obligation Account to the Indenture Trustee by 2:00 p.m. New York City time (or such other time as may be agreed by the Issuer and Indenture Trustee) on any Business Day or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section SECTION 5.02 hereof or (iii) if such Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Collateral are being applied in accordance with Section SECTION 5.05 hereof 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 Collection Account and the Transfer Obligation Account in one or more Permitted Investments specified in item (3) in the definition thereofInvestments.

General Provisions Regarding Trust Accounts. (a) All or a portion Each Trust Account shall relate solely to the Bonds of the Series with respect to which it was established and to the Certificates and other property securing such Series. Funds and other property in each Trust Account shall not be commingled with any other moneys or property of the Issuer or any Affiliate thereof. Notwithstanding the foregoing, the Trustee may hold any funds or other property received or held by it as part of a Trust Account in collective accounts maintained by it in the Collection Account normal course of its business and containing funds or property held by it for other Persons (which may include the Issuer or an Affiliate), provided that such accounts are under the sole control of the Trustee and the Transfer Obligation Account shall be invested in Permitted Investments in accordance with Trustee maintains adequate records indicating the provisions ownership of Section 5.03(ball such funds or property and the portions thereof held for credit to each Trust Account. (b) of the Sale and Servicing Agreement. The Indenture Trustee Issuer will not direct the Trustee to make any investment of any funds in a Trust Account or to sell any investment held in a Trust Account except under the Collection Account or following terms and conditions: (i) each such investment shall be made in the Transfer Obligation Account (other than in Permitted Investments in accordance with Section 5.03(b) name of the Sale and Servicing AgreementTrustee (in its capacity as such) unless or in the security interest Granted and perfected in such account will continue to be perfected in such investment or the proceeds name of such salea Qualified Trustee Nominee (or, in either case without any further action by any Personif, as evidenced indicated by an Opinion of Counsel delivered to the Indenture Trustee, applicable law provides for perfection of pledges of an investment not evidenced by a certificate or other instrument through registration of such pledge on books maintained by or on behalf of the issuer of such investment, such pledge may be so registered), (ii) the Trustee shall have sole control over such investment, the income thereon and the proceeds thereof, (iii) any certificate or other instrument evidencing such investment shall be delivered directly to the Trustee or its agent, and (iv) the proceeds of each sale of such an investment shall be remitted by the Initial Noteholder or purchaser thereof directly to the Servicer, as Trustee for deposit in the case may beTrust Account in which such investment was held. (b) Subject to Section 6.01 (c) hereofExcept as otherwise provided in the related Terms Indenture, if an election has been made or will be made to treat the Trust Estate securing the Series or the Issuer as a REMIC, prior to any disposition of any investment in a Trust Account, prior to its maturity, that would result in a gain to the REMIC, the Indenture Trustee shall inform the Issuer of its intention to dispose of such investment and of the possibility that such disposition could result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code. If any amounts are needed for disbursement from a Trust Account and sufficient uninvested funds are not available to make such disbursement, the Issuer shall instruct the Trustee by Issuer Order as to the liquidation of investments held therein in an amount sufficient to provide the required funds, or, in absence of such Issuer Order, the Trustee shall cause to be sold or otherwise converted to cash a sufficient amount of the investments in such Trust Account. (d) The Trustee shall not in any way be held liable by reason of any insufficiency in the Collection Account or the Transfer Obligation Account any Trust Account, including but not limited to any insufficiency resulting from any loss on any Eligible Investment included thereintherein except for losses attributable to the Trustee's failure to make payments on Eligible Investments which are obligations of the Trustee as primary obligor in accordance with their terms. (ce) If All investments of funds in a Trust Account and all sales of investments held in a Trust Account shall, except as provided below, be made by the Trustee in accordance with an Issuer Order. Such Issuer Order shall specify the Eligible Investments in which the funds are to be invested, the amount of the investment, and shall state (i) that they are Eligible Investments, (ii) the respective maturities thereof and (iii) that such maturities comply with these Standard Indenture Provisions. Subject to compliance with the requirements of Section 8.02(b), 8.03(b), 8.04(b) or 8.05(b), whichever is applicable, such Issuer Order may authorize the Trustee to make the specific investments set forth therein, to make investments from time to time consistent with the general instructions set forth therein, or to make specific investments pursuant to written instructions of the employees or agents of the Issuer identified therein, in each case in such amounts as such Issuer Order shall specify. In the event that: (i) the Initial Noteholder or the Servicer, as the case may be, Issuer shall have failed to give investment directions for any funds on deposit in the Collection Account or the Transfer Obligation Account to the Indenture Trustee by 2:00 p.m. New York City time (or such other time as may be agreed by the Issuer and Indenture Trustee) 12:00 noon Eastern Time on any Business Day or authorizing the Trustee to invest the funds then in a Trust Account, (ii) a Default or Event of Default with respect to such Series shall have occurred and be continuing with respect to the Notes but the Notes Bonds of such Series shall not have been declared due and payable pursuant to Section 5.02 hereof 5.02, or (iii) if such Notes Bonds shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Collateral related Trust Estate are being applied in accordance with Section 5.05 hereof as if there had not 5.05, or (iii) an Event of Default with respect to such Series shall have occurred and be continuing, the Bonds of such Series shall have become or been such a declarationdeclared due and payable pursuant to Section 5.02, then and amounts collected or receivable from the Indenture related Trust Estate are being applied in accordance with Section 5.08, the Trustee shall, to the fullest extent practicable, shall invest and reinvest the funds then in each related Trust Account, in such manner as the Collection Account and the Transfer Obligation Account Trustee shall from time to time determine, but only in one or more Permitted Eligible Investments specified bearing interest or sold at a discount. All investments made by the Trustee pursuant to clause (i) above shall mature on the next Business Day following the date of such investment, all such investments made pursuant to clause (ii) above shall mature no later than the maturity date therefor permitted by Section 8.02(b), 8.03(b), or 8.04(b), or by the terms of any related Terms Indenture, whichever is applicable, and all investments made pursuant to clause (iii) 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 Bonds of the related Series pursuant to Section 5.08. (f) Subject to the lien in item favor of the Trustee created by Section 6.07, promptly upon receipt of any funds constituting Reinvestment Income from funds in any Trust Account which is not Available Reinvestment Income, the Trustee shall pay over such amount to or union the 133 order of the Residual Payee, whereupon such funds shall be released from the lien of the Indenture. (3g) The Trustee may trade with itself or an Affiliate in the definition thereofpurchase or sale of Eligible Investments.

General Provisions Regarding Trust Accounts. (a) All Funds and other property in each Trust Account shall not be commingled with any other moneys or a portion property of the Depositor or any Affiliate thereof. Notwithstanding the foregoing, the [Trustee] [Securities Administrator] may hold any funds or other property received or held by it as part of a Trust Account in collective accounts maintained by it in the Collection Account normal course of its business and containing funds or property held by it for other Persons (which may include the Depositor or an Affiliate), provided that such accounts are under the sole control of the [Trustee] [Securities Administrator] and the Transfer Obligation Account [Trustee] [Securities Administrator] maintains adequate records indicating the ownership of all such funds or property and the portions thereof held for credit to each Trust Account. (b) The [Trustee] [Securities Administrator] shall be invested in Permitted Investments in accordance with the provisions of Section 5.03(b) of the Sale and Servicing Agreement. The Indenture Trustee will not make make, any investment of any funds in a Trust Account or to sell any investment held in a Trust Account except under the following terms and conditions: (i) each such investment shall be made in the name of the [Trustee] [Securities Administrator] (in its capacity as such) or in the name of a nominee of the [Trustee] [Securities Administrator], (ii) the [Trustee] [Securities Administrator] shall have sole control over such investment, the income thereon and the proceeds thereof, (iii) any certificate or other instrument evidencing such investment shall be delivered directly to the [Trustee] [Securities Administrator] or its agent, (iv) the proceeds of each sale of such an investment shall be remitted by the purchaser thereof directly to the [Trustee] [Securities Administrator] for deposit in the Trust Account in which such investment was held, (v) if the disposition of any investment held in the Expense Reserve Account prior to its maturity would result in any gain to the Trust Fund (as determined by the Depositor) and such investment has been held as part of the Trust Fund for less than three months, then, prior to the [Trustee’s] [Securities Administrator’s] making any such disposition, there shall have been delivered to the [Trustee] [Securities Administrator] a Non-Disqualification Opinion, and (vi) the Depositor shall use its best efforts to avoid incurring taxes on “prohibited transactions” as defined in Section 860F of the Code in connection with disposition of investments held in the Trust Accounts. (c) If any amounts are needed for disbursement from a Trust Account and sufficient uninvested funds are not available therein to make such disbursement, the [Trustee] [Securities Administrator] shall so notify the Depositor and the Depositor shall direct the [Trustee] [Securities Administrator]in accordance with clauses (i) through (iv) below to cause to be sold or otherwise converted to cash a sufficient amount of the investments in such Trust Account; provided, however, that, in the absence of such direction from the Depositor, (i) the [Trustee] [Securities Administrator] shall use its best efforts to sell those investments with fair market values not in excess of the sum of their respective federal income tax bases and amounts that would be deductible as related selling expenses in computing the Trust Fund’s net income for federal income tax purposes prior to selling any investments with fair market values in excess of the sum of their respective federal income tax bases and amounts that would be deductible as related selling expenses in computing the Trust Fund’s net income for federal income tax purposes, (ii) prior to the disposition of any asset held in the Collection Account or the Transfer Obligation Account (other than that has a fair market value in Permitted Investments in accordance with Section 5.03(b) excess of the Sale sum of its federal income tax basis and Servicing Agreement) unless amounts that would be deductible as related selling expenses in computing the security interest Granted and perfected in such account will continue Trust Fund’s net income for federal income tax purposes, the [Trustee] [Securities Administrator] shall notify the Depositor of its intention to be perfected in dispose of such investment or and of the proceeds possibility that such disposition could result in the imposition of such salea Prohibited Transaction Tax, (iii) in either case without connection with the disposition of any further action by any Personinvestment held in the Expense Reserve Account, as evidenced by an Opinion of Counsel delivered the [Trustee] [Securities Administrator] shall be subject to the Indenture Trustee by requirements of Section 4.03 (b)(v), and (iv) none of the Initial Noteholder instruments, if any, described in 4.02(b) and specified in Schedule B hereto shall be sold or otherwise converted to cash except pursuant to Section 12.01 in connection with termination of this Agreement and the Servicer, as Trust Fund or Section 8.04 in connection with a sale of the case may beTrust Fund. (bd) Subject to Section 6.01 (c) hereof, the Indenture Trustee The [Trustee] [Securities Administrator] shall not in any way be held liable by reason of any insufficiency in any Trust Account except for losses on investments that are liabilities of the Collection Account or the Transfer Obligation Account resulting from any loss on any Eligible Investment included therein[Trustee] [Securities Administrator]. (ce) If In the event that: (i) the Initial Noteholder or the Servicer, as the case may be, shall have failed to give investment directions for any funds on deposit in the Collection Account or the Transfer Obligation Account to the Indenture Trustee by 2:00 p.m. New York City time (or such other time as may be agreed by the Issuer and Indenture Trustee) on any Business Day or (ii) a Default or Deficiency Event of Default shall have occurred and be continuing with respect to but a sale of the Notes but the Notes Trust Fund shall not have been declared due and payable made pursuant to Section 5.02 hereof 8.04, or (ii) a Deficiency Event shall have occurred, all or (iii) if such Notes a portion of the Trust Fund shall have been declared due sold pursuant to Section 8.04 and payable following an Event the net proceeds of Defaultsuch sale shall have been deposited in the Collection Account pending the final distribution to Certificateholders, amounts collected or receivable from the Collateral are being applied [Trustee] [Securities Administrator] shall invest and reinvest the funds then in accordance with Section 5.05 hereof as if there had not been such a declaration, then the Indenture Trustee shall, each Trust Account to the fullest extent practicable, invest in the same instruments and reinvest priority as specified in Section 4.01(b) hereof. All investments made pursuant to clause (i) shall mature no later than the maturity date therefore permitted by Section 4.01(b) or 4.02(c), whichever is applicable, and all investments made pursuant to clause (ii) above shall mature no later than the Business Day next preceding the date on which the [Trustee] [Securities Administrator] proposed to make the final distribution to Holders of Certificates pursuant to Section 8.04. (f) Subject to the restriction or, the maturity of investments set forth in Sections 4.01(b), 4.02(c) or 4.03(b) and notwithstanding subsection (e) above, the Depositor shall give appropriate and timely investment directions to the [Trustee] [Securities Administrator] such that at the close of business on not more than two Business Days in any one calendar year not more than an aggregate of $50,000 of funds in the Collection Account Trust Accounts are not invested pursuant, directly or indirectly, to a Depositor Order in Eligible Investments bearing interest or sold at a discount that mature on or after the opening of business on the next Business Day. (g) If any default occurs in the making of a payment due under any Agency Security or Eligible Investment`, or if a default occurs in any other performance required under any Agency Security or Eligible Investment, the [Trustee] [Securities Administrator] shall, subject to Section 10.01(e), promptly take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. (h) Neither the [Trustee] [Securities Administrator] nor the Depositor shall knowingly engage in a “prohibited transaction,” as defined in Section 860F of the Code, with respect to any asset in the Trust Fund unless: (i) there shall have first been delivered to the [Trustee] [Securities Administrator] (A) an Opinion of Counsel to the effect that no Prohibited Transactions Tax will be payable out of the Trust Fund as a result of such prohibited transaction; and (B) a Non-Disqualification Opinion with respect to such prohibited transaction; or (ii) (A) the [Trustee] [Securities Administrator]shall have determined that, after giving effect to such prohibited transaction and the Transfer Obligation Account payment of any Prohibited Transactions Tax imposed on the Trust Fund with respect thereto, the application of all future Agency Security Distributions and other amounts receivable with respect to the Trust Fund toward distributions on the Regular Certificates in one or more Permitted Investments specified accordance with the priorities as to distributions of principal set forth in item (3) such Certificates and Section 3.03 and toward payment of all Expenses will result in the definition thereof.distribution of all interest accrued on the Regular Certificates under the Maximum Rate Assumption and the retirement of the entire Aggregate Current Principal Amount of each Class of Regular Certificates by its Final Distribution Date; and

General Provisions Regarding Trust Accounts. (a) All Prior to the completion of the Registration Conditions, so long as no Termination Event shall have occurred and be continuing, all or a portion of the funds in the Collection Account and the Transfer Obligation Account Trust Accounts shall be invested in Permitted Eligible Investments in accordance with and reinvested by the Collateral Agent subject to the provisions of Section 5.03(b5.1(b) of the Sale and Servicing this Agreement. All income or other gain from investments of moneys deposited in the Trust Accounts shall be deposited by the Collateral Agent into the Collection Account, and any loss or expenses resulting from such investments shall be charged to such account. The Indenture Trustee Servicer or Borrower will not direct the Collateral Agent to make any investment of any funds or to sell any investment held in the Collection Account or the Transfer Obligation Account (other than in Permitted Investments in accordance with Section 5.03(b) any of the Sale and Servicing Agreement) 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, as evidenced by an Opinion of Counsel delivered to the Indenture Trustee by the Initial Noteholder or the Servicer, as the case may be. (b) Subject Prior to Section 6.01 (c) hereofthe completion of the Registration Conditions, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in the Collection Account or the Transfer Obligation Account resulting from any loss on any Eligible Investment included therein. (c) If if: (i) the Initial Noteholder Borrower or the Servicer, as the case may be, Servicer shall have failed to give investment directions for any funds on deposit in the Collection Account or the Transfer Obligation Account Trust Accounts to the Indenture Trustee Collateral Agent by 2:00 p.m. New York City time 11:00 a.m. (Toronto time) (or such other time as may be agreed by the Issuer Servicer and Indenture Trusteethe Collateral Agent) on any Business Day Day; or (ii) a Default or Termination Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.02 hereof or (iii) if such Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from then the Collateral are being applied in accordance with Section 5.05 hereof as if there had not been such a declaration, then the Indenture Trustee Agent shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account and the Transfer Obligation Account Trust Accounts in one or more Permitted Eligible Investments specified in item selected by the Collateral Agent. (3c) Following the completion of the Registration Conditions, all or a portion of the funds in the definition thereofTrust Accounts shall be invested in Eligible Investments and reinvested by the Servicer subject to the provisions of Section 5.1(b) of this Agreement. All income or other gain from investments of moneys deposited in the Trust Accounts shall be deposited by the Servicer into the Collection Account, and any loss or expenses resulting from such investments shall be charged to such account. The Servicer or Borrower will not make any investment of any funds or 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.

General Provisions Regarding Trust Accounts. (a) All or a portion of the funds in the Collection Account and the Transfer Obligation Account shall be invested in Permitted Investments in accordance with the provisions of Section 5.03(b) of the Sale and Servicing Agreement. The Indenture Trustee will not make any investment of any funds or sell any investment held in the Collection Account or the Transfer Obligation Account (other than in Permitted Investments in accordance with Section 5.03(b) of the Sale and Servicing Agreement) 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, as evidenced by an Opinion of Counsel delivered to the Indenture Trustee by the Initial Noteholder Agent or the Servicer, as the case may be. (b) Subject to Section 6.01 (c6.01(c) hereof, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in the Collection Account or the Transfer Obligation Account resulting from any loss on any Eligible Investment Permitted Investments included therein. (c) If (i) the Initial Noteholder Agent or the Servicer, as the case may be, shall have failed to give investment directions for any funds on deposit in the Collection Account or the Transfer Obligation Account to the Indenture Trustee by 2:00 p.m. New York City time (or such other time as may be agreed by the Issuer and Indenture Trustee) on any Business Day unless the Servicer is then acting as Paying Agent with respect to such accounts or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.02 hereof or (iii) if such Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Collateral are being applied in accordance with Section 5.05 hereof 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 Collection Account and the Transfer Obligation Account in one or more Permitted Investments specified in item (3) in the definition thereof.

General Provisions Regarding Trust Accounts. (a) All or a portion of the funds in the Collection Account and the Transfer Obligation Account shall be invested in Permitted Investments in accordance with the provisions of Section 5.03(b) of the Sale and Servicing Agreement. The Indenture Trustee will not make any investment of any funds or sell any investment held in the Collection Account or the Transfer Obligation Account (other than in Permitted Investments in accordance with Section 5.03(b) of the Sale and Servicing Agreement) 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, as evidenced by an Opinion of Counsel delivered to the Indenture Trustee by the Initial Noteholder Agent or the Servicer, as the case may be. (b) Subject to Section 6.01 (c) hereof, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in the Collection Account or the Transfer Obligation Account resulting from any loss on any Eligible Investment Permitted Investments included therein. (c) If (i) the Initial Noteholder Agent or the Servicer, as the case may be, shall have failed to give investment directions for any funds on deposit in the Collection Account or the Transfer Obligation Account to the Indenture Trustee by 2:00 p.m. New York City time (or such other time as may be agreed by the Issuer and Indenture Trustee) on any Business Day unless the Servicer is then acting as Paying Agent with respect to such accounts or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.02 hereof or (iii) if such Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Collateral are being applied in accordance with Section 5.05 hereof 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 Collection Account and the Transfer Obligation Account in one or more Permitted Investments specified in item (3) in the definition thereof.

General Provisions Regarding Trust Accounts. (a) All Funds and other property in each Trust Account shall not be commingled with any other moneys or a portion property of the Depositor or any Affiliate thereof. Notwithstanding the foregoing, the Trustee may hold any funds or other property received or held by it as part of a Trust Account in collective accounts maintained by it in the Collection Account normal course of its business and containing funds or property held by it for other Persons (which may include the Depositor or an Affiliate), provided that such accounts are under the sole control of the Trustee and the Transfer Obligation Account Trustee maintains adequate records indicating the ownership of all such funds or property and the portions thereof held for credit to each Trust Account. (b) The Trustee shall be invested in Permitted Investments in accordance with the provisions of Section 5.03(b) of the Sale and Servicing Agreement. The Indenture Trustee will not make make, any investment of any funds in a Trust Account or to sell any investment held in a Trust Account except under the following terms and conditions: (i) each such investment shall be made in the name of the Trustee (in its capacity as such) or in the name of a nominee of the Trustee, (ii) the Trustee shall have sole control over such investment, the income thereon and the proceeds thereof, (iii) any certificate or other instrument evidencing such investment shall be delivered directly to the Trustee or its agent, (iv) the proceeds of each sale of such an investment shall be remitted by the purchaser thereof directly to the Trustee for deposit in the Trust Account in which such investment was held, (v) if the disposition of any investment held in the Expense Reserve Account [or Xxxxxxx Mac Reserve Account] prior to its maturity would result in any gain to the Trust Fund (as determined by the Depositor) and such investment has been held as part of the Trust Fund for less than three months, then, prior to the Trustee’s making any such disposition, there shall have been delivered to the Trustee a Non-Disqualification Opinion, and (vi) the Depositor shall use its best efforts to avoid incurring taxes on “prohibited transactions” as defined in Section 860F of the Code in connection with disposition of investments held in the Trust Accounts. (c) If any amounts are needed for disbursement from a Trust Account and sufficient uninvested funds are not available therein to make such disbursement, the Trustee shall so notify the Depositor and the Depositor shall direct the Trustee in accordance with clauses (i) through (iv) below to cause to be sold or otherwise converted to cash a sufficient amount of the investments in such Trust Account; provided, however, that, in the absence of such direction from the Depositor, (i) the Trustee shall use its best efforts to sell those investments with fair market values not in excess of the sum of their respective federal income tax bases and amounts that would be deductible as related selling expenses in computing the Trust Fund’s net income for federal income tax purposes prior to selling any investments with fair market values in excess of the sum of their respective federal income tax bases and amounts that would be deductible as related selling expenses in computing the Trust Fund’s net income for federal income tax purposes, (ii) prior to the disposition of any asset held in the Collection Account or the Transfer Obligation Account (other than that has a fair market value in Permitted Investments in accordance with Section 5.03(b) excess of the Sale sum of its federal income tax basis and Servicing Agreement) unless amounts that would be deductible as related selling expenses in computing the security interest Granted and perfected in such account will continue Trust Fund’s net income for federal income tax purposes, the Trustee shall notify the Depositor of its intention to be perfected in dispose of such investment or and of the proceeds possibility that such disposition could result in the imposition of such salea Prohibited Transaction Tax, (iii) in either case without connection with the disposition of any further action by any Personinvestment held in the Expense Reserve Account, as evidenced by an Opinion of Counsel delivered the Trustee shall be subject to the Indenture Trustee by requirements of Section 4.03 (b)(v), and (iv) none of the Initial Noteholder instruments, if any, described in 4.02(b) and specified in Schedule B hereto shall be sold or otherwise converted to cash except pursuant to Section 12.01 in connection with termination of this Agreement and the Servicer, as Trust Fund or Section 8.04 in connection with a sale of the case may beTrust Fund. (bd) Subject to Section 6.01 (c) hereof, the Indenture The Trustee shall not in any way be held liable by reason of any insufficiency in any Trust Account except for losses on investments that are liabilities of the Collection Account or the Transfer Obligation Account resulting from any loss on any Eligible Investment included thereinTrustee. (ce) If In the event that: (i) the Initial Noteholder or the Servicer, as the case may be, shall have failed to give investment directions for any funds on deposit in the Collection Account or the Transfer Obligation Account to the Indenture Trustee by 2:00 p.m. New York City time (or such other time as may be agreed by the Issuer and Indenture Trustee) on any Business Day or (ii) a Default or Deficiency Event of Default shall have occurred and be continuing with respect to but a sale of the Notes but the Notes Trust Fund shall not have been declared due and payable made pursuant to Section 5.02 hereof 8.04, or (ii) a Deficiency Event shall have occurred, all or (iii) if such Notes a portion of the Trust Fund shall have been declared due sold pursuant to Section 8.04 and payable following an Event the net proceeds of Defaultsuch sale shall have been deposited in the Collection Account pending the final distribution to Certificateholders, amounts collected or receivable from the Collateral are being applied Trustee shall invest and reinvest the funds then in accordance with Section 5.05 hereof as if there had not been such a declaration, then the Indenture Trustee shall, each Trust Account to the fullest extent practicable, invest in the same instruments and reinvest priority as specified in Section 4.01(b) hereof. All investments made pursuant to clause (i) shall mature no later than the maturity date therefore permitted by Section 4.01(b) or 4.02(c), whichever is applicable, and all investments made pursuant to clause (ii) above shall mature no later than the Business Day next preceding the date on which the Trustee proposed to make the final distribution to Holders of Certificates pursuant to Section 8.04. (f) Subject to the restriction or, the maturity of investments set forth in Sections 4.01(b), 4.02(c) or 4.03(b) and notwithstanding subsection (e) above, the Depositor shall give appropriate and timely investment directions to the Trustee such that at the close of business on not more than two Business Days in any one calendar year not more than an aggregate of $50,000 of funds in the Collection Account Trust Accounts are not invested pursuant, directly or indirectly, to a Depositor Order in Eligible Investments bearing interest or sold at a discount that mature on or after the opening of business on the next Business Day. (g) If any default occurs in the making of a payment due under any Agency Security or Eligible Investment, or if a default occurs in any other performance required under any Agency Security or Eligible Investment, the Trustee shall, subject to Section 10.01(e), promptly take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. (h) Neither the Trustee nor the Depositor shall knowingly engage in a “prohibited transaction,” as defined in Section 860F of the Code, with respect to any asset in the Trust Fund unless: (i) there shall have first been delivered to the Trustee (A) an Opinion of Counsel to the effect that no Prohibited Transactions Tax will be payable out of the Trust Fund as a result of such prohibited transaction; and (B) a Non-Disqualification Opinion with respect to such prohibited transaction; or (ii) (A) the Trustee shall have determined that, after giving effect to such prohibited transaction and the Transfer Obligation Account payment of any Prohibited Transactions Tax imposed on the Trust Fund with respect thereto, the application of all future Agency Security Distributions and other amounts receivable with respect to the Trust Fund toward distributions on the Regular Certificates in one or more Permitted Investments specified accordance with the priorities as to distributions of principal set forth in item (3) such Certificates and Section 3.03 and toward payment of all Expenses will result in the definition thereof.distribution of all interest accrued on the Regular Certificates under the Maximum Rate Assumption and the retirement of the entire Aggregate Current Principal Amount of each Class of Regular Certificates by its Final Distribution Date; and

General Provisions Regarding Trust Accounts. (a) All So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Collection Account and the Transfer Obligation Account Trust Accounts shall be invested in Permitted Eligible Investments in accordance with and reinvested by the Trustee upon receipt of an Issuer Order, subject to the provisions of Section 5.03(b5.01(b) of the Sale and Servicing Agreement. Except as otherwise provided in Section 5.01(b) of the Sale and Servicing Agreement, all income or other gain from investments of monies deposited in such Trust Accounts shall be deposited by the Trustee in the related Trust Account and any loss resulting from such investments shall be charged to the related Trust Account. The Indenture Trustee Issuer will not direct the Trustee to make any investment of any funds or to sell any investment held in the Collection Account or the Transfer Obligation Account (other than in Permitted Investments in accordance with Section 5.03(b) any of the Sale and Servicing Agreement) 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, as evidenced and, in connection with any direction to the Trustee to make any such investment or sale, if requested by the Trustee, the Issuer shall deliver to the Trustee an Opinion of Counsel delivered Counsel, acceptable to the Indenture Trustee by the Initial Noteholder or the ServicerTrustee, as the case may beto such effect. (b) Subject to Section 6.01 (c) hereof6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Collection Account or the Transfer Obligation Account Trust Accounts resulting from any loss on any Eligible Investment included thereintherein except for losses attributable to the Trustee's failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity as principal obligor and not as Trustee, in accordance with their terms. (c) If (i) the Initial Noteholder or the Servicer, as the case may be, Issuer shall have failed to give investment directions for any funds on deposit in the Collection Account or the Transfer Obligation Account Trust Accounts to the Indenture Trustee by 2:00 p.m. 11:00 a.m., New York City time (or such other time as may be agreed by the Issuer and Indenture Trustee) ), on any Business Day or Day, (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 due and payable pursuant to Section 5.02 hereof or (iii) if such Notes shall have been declared due and payable following an Event of Default, Default but amounts collected or receivable from the Collateral Trust Estate are being applied in accordance with Section 5.05 hereof 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 Collection Account and the Transfer Obligation Account Trust Accounts in one or more Permitted Investments specified in item (3) in the definition thereofEligible Investments.

General Provisions Regarding Trust Accounts. (a) All Funds and other property in each Trust Account shall not be commingled with any other moneys or a portion property of the Depositor or any Affiliate thereof. Notwithstanding the foregoing, the Securities Administrator may hold any funds or other property received or held by it as part of a Trust Account in collective accounts maintained by it in the Collection Account normal course of its business and containing funds or property held by it for other Persons (which may include the Depositor or an Affiliate), provided that such accounts are under the sole control of the Trustee or the Securities Administrator and the Transfer Obligation Account shall be invested in Permitted Investments in accordance with Trustee or the provisions Securities Administrator, as applicable, maintains adequate records indicating the ownership of Section 5.03(ball such funds or property and the portions thereof held for credit to each Trust Account. (b) of the Sale and Servicing Agreement. The Indenture Trustee will not make any No investment of any funds in a Trust Account or to sell any investment held in a Trust Account except under the following terms and conditions: (1) each such investment shall be made in the name of the Trustee or the Securities Administrator (in its capacity as such) or in the name of a nominee of the Trustee or the Securities Administrator, (2) the Trustee or the Securities Administrator, as applicable, shall have sole control over such investment, the income thereon and the proceeds thereof, (3) any certificate or other instrument evidencing such investment shall be delivered directly to the Trustee or the Securities Administrator or one of its agents, (4) the proceeds of each sale of such an investment shall be remitted by the purchaser thereof directly to the Trustee or the Securities Administrator, as applicable, for deposit in the Trust Account in which such investment was held, (5) if the disposition of any investment held in the Expense Reserve Account prior to its maturity would result in any gain to the Trust Fund (as determined by the Depositor) and such investment has been held as part of the Trust Fund for less than three months, then, prior to the Trustee or the Securities Administrator making any such disposition, there shall have been delivered to the Trustee Securities Administrator, as applicable, a Non-Disqualification Opinion, and (6) the Depositor shall use its best efforts to avoid incurring taxes on “prohibited transactions” as defined in Section 860F of the Code in connection with disposition of investments held in the Trust Accounts. (c) If any amounts are needed for disbursement from a Trust Account and sufficient uninvested funds are not available therein to make such disbursement, the Securities Administrator shall so notify the Depositor and the Depositor shall direct the Securities Administrator in accordance with clauses (i) through (iv) below to cause to be sold or otherwise converted to cash a sufficient amount of the investments in such Trust Account; provided, however, that, in the absence of such direction from the Depositor, (i) the Securities Administrator shall use its best efforts to sell those investments with fair market values not in excess of the sum of their respective federal income tax bases and amounts that would be deductible as related selling expenses in computing the Trust Fund’s net income for federal income tax purposes prior to selling any investments with fair market values in excess of the sum of their respective federal income tax bases and amounts that would be deductible as related selling expenses in computing the Trust Fund’s net income for federal income tax purposes, (ii) prior to the disposition of any asset held in the Collection Account or the Transfer Obligation Account (other than that has a fair market value in Permitted Investments in accordance with Section 5.03(b) excess of the Sale sum of its federal income tax basis and Servicing Agreement) unless amounts that would be deductible as related selling expenses in computing the security interest Granted and perfected in such account will continue Trust Fund’s net income for federal income tax purposes, the Securities Administrator shall notify the Depositor of its intention to be perfected in dispose of such investment or and of the proceeds possibility that such disposition could result in the imposition of such salea Prohibited Transaction Tax, (iii) in either case without connection with the disposition of any further action by any Personinvestment held in the Expense Reserve Account, as evidenced by an Opinion of Counsel delivered the Securities Administrator shall be subject to the Indenture Trustee by requirements of Section 4.03(b)(v), and (iv) none of the Initial Noteholder instruments, if any, described in 4.02(b) and specified in Schedule B hereto shall be sold or otherwise converted to cash except pursuant to Section 12.01 in connection with termination of this Agreement and the Servicer, as Trust Fund or Section 8.04 in connection with a sale of the case may beTrust Fund. (bd) Subject to Section 6.01 (c) hereof, Neither the Indenture Trustee nor the Securities Administrator shall not in any way be held liable by reason of any insufficiency in any Trust Account except for losses on investments that are liabilities of the Collection Account Trustee or the Transfer Obligation Account resulting from any loss on any Eligible Investment included thereinSecurities Administrator. (ce) If In the event that: (i) the Initial Noteholder or the Servicer, as the case may be, shall have failed to give investment directions for any funds on deposit in the Collection Account or the Transfer Obligation Account to the Indenture Trustee by 2:00 p.m. New York City time (or such other time as may be agreed by the Issuer and Indenture Trustee) on any Business Day or (ii1) a Default or Deficiency Event of Default shall have occurred and be continuing with respect to but a sale of the Notes but the Notes Trust Fund shall not have been declared due and payable made pursuant to Section 5.02 hereof 8.04, or (2) a Deficiency Event shall have occurred, all or (iii) if such Notes a portion of the Trust Fund shall have been declared due sold pursuant to Section 8.04 and payable following an Event the net proceeds of Defaultsuch sale shall have been deposited in the Collection Account pending the final distribution to Certificateholders, amounts collected or receivable from the Collateral are being applied Securities Administrator shall invest and reinvest the funds then in accordance with Section 5.05 hereof as if there had not been such a declaration, then the Indenture Trustee shall, each Trust Account to the fullest extent practicable, invest in the same instruments and reinvest priority as specified in Section 4.01(b) hereof. All investments made pursuant to clause (i) shall mature no later than the maturity date therefore permitted by Section 4.01(b) or 4.02(c), whichever is applicable, and all investments made pursuant to clause (ii) above shall mature no later than the Business Day next preceding the date on which the Securities Administrator proposed to make the final distribution to Holders of Certificates pursuant to Section 8.04. (f) Subject to the restriction or, the maturity of investments set forth in Sections 4.01(b), 4.02(c) or 4.03(b) and notwithstanding subsection (e) above, the Depositor shall give appropriate and timely investment directions to the Securities Administrator such that at the close of business on not more than two Business Days in any one calendar year not more than an aggregate of $50,000 of funds in the Collection Account Trust Accounts are not invested pursuant, directly or indirectly, to a Depositor Order in Eligible Investments bearing interest or sold at a discount that mature on or after the opening of business on the next Business Day. (g) If any default occurs in the making of a payment due under any Agency Security or Eligible Investment`, or if a default occurs in any other performance required under any Agency Security or Eligible Investment, the Securities Administrator shall, subject to Section 10.01(e), promptly take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. (h) None of the Trustee, the Securities Administrator and the Transfer Obligation Account Depositor shall knowingly engage in one or more Permitted Investments specified a “prohibited transaction,” as defined in item (3) Section 860F of the Code, with respect to any asset in the definition thereof.Trust Fund unless: (1) there shall have first been delivered to the Securities Administrator (A) an Opinion of Counsel to the effect that no Prohibited Transactions Tax will be payable out of the Trust Fund as a result of such prohibited transaction; and (B) a Non-Disqualification Opinion with respect to such prohibited transaction; or (2) (A) the Securities Administrator shall have determined that, after giving effect to such prohibited transaction and the payment of any Prohibited Transactions Tax imposed on the Trust Fund with respect thereto, the application of all future Agency Security Distributions and other amounts receivable with respect to the Trust Fund toward distributions on the Regular Certificates in accordance with the priorities as to distributions of principal set forth in such Certificates and Section 3.03 and toward payment of all Expenses will result in the distribution of all interest accrued on the Regular Certificates under the Maximum Rate Assumption and the retirement of the entire Aggregate Current Principal Amount of each Class of Regular Certificates by its Final Distribution Date; and

General Provisions Regarding Trust Accounts. (a) All or a portion of the funds in the Collection Account and the Transfer Obligation Account shall be invested in Permitted Investments in accordance with the provisions of Section 5.03(b) of the Sale and Servicing Agreement. The Indenture Trustee will not make any investment of any funds or sell any investment held in the Collection Account or the Transfer Obligation Account (other than in Permitted Investments in accordance with Section 5.03(b) of the Sale and Servicing Agreement) 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, as evidenced by an Opinion of Counsel delivered to the Indenture Trustee by the Initial Noteholder or the Servicer, as the case may be. (b) Subject to Section 6.01 (c) hereof, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in the Collection Account or the Transfer Obligation Account resulting from any loss on any Eligible Investment included therein. (c) If (i) the Initial Noteholder or the Servicer, as the case may be, shall have failed to give investment directions for any funds on deposit in the Collection Account or the Transfer Obligation Account to the Indenture Trustee by 2:00 p.m. New York City time (or such other time as may be agreed by the Issuer and Indenture Trustee) on any Business Day unless the Servicer is then acting as Paying Agent with respect to such accounts or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.02 hereof or (iii) if such Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Collateral are being applied in accordance with Section 5.05 hereof 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 Collection Account and the Transfer Obligation Account in one or more Permitted Investments specified in item (3) in the definition thereof.

General Provisions Regarding Trust Accounts. (a) All or a portion of the funds in the Collection Account and the Transfer Obligation Account shall be invested in Permitted Investments in accordance with the provisions of Section 5.03(b) of the Sale and Servicing Agreement. The Indenture Trustee will not make any investment of any funds or sell any investment held in the Collection Account or the Transfer Obligation Account (other than in Permitted Investments in accordance with Section 5.03(b) of the Sale and Servicing Agreement) 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, as evidenced by an Opinion of Counsel delivered to the Indenture Trustee by the Initial Noteholder Agent or the Servicer, as the case may be. (b) Subject to Section 6.01 (c) hereof, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in the Collection Account or the Transfer Obligation Account resulting from any loss on any Eligible Investment included therein. (c) If (i) the Initial Noteholder Agent or the Servicer, as the case may be, shall have failed to give investment directions for any funds on deposit in the Collection Account or the Transfer Obligation Account to the Indenture Trustee by 2:00 p.m. New York City time (or such other time as may be agreed by the Issuer and Indenture Trustee) on any Business Day unless the Servicer is then acting as Paying Agent with respect to such accounts or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.02 hereof or (iii) if such Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Collateral are being applied in accordance with Section 5.05 hereof 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 Collection Account and the Transfer Obligation Account in one or more Permitted Investments specified in item (3) in the definition thereof.