Common use of Investment of Funds in the Accounts Clause in Contracts

Investment of Funds in the Accounts. The Trustee may direct any depository institution maintaining the Certificate Account or the Reserve Account, if any, for the Series and any other segregated Eligible Account, which Eligible Account shall be a Securities Account the contents of which are held for the benefit of Certificateholders of such applicable Series (each, an "Account"), to invest the funds therein at the specific written direction of the Depositor in one or more Eligible Investments bearing interest or sold at a discount, which shall be held to maturity unless payable on demand and which funds shall not be reinvested upon the maturity or demand for payment of such Eligible Investment. If the Depositor does not provide any investment directions by 10:00 a.m. on any Business Day, funds held in any Account will be invested in the Eligible Investments specified in clause (iv) of the definition thereof until receipt of investment directions to the contrary. Investments of such funds shall be invested in Eligible Investments that will mature so that such funds will be available for distribution on the next Distribution Date. Except as otherwise provided in the applicable Supplement, any earnings with respect to such Eligible Investments shall be paid to, and any losses with respect to such Eligible Investments shall be solely for the account of, the Certificateholders in proportion to their interest in the invested funds. In the event amounts on deposit in an Account are at any time invested in an Eligible Investment payable on demand, the Securities Intermediary, on behalf of the Trustee and the Trust, shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Investment would not constitute an Eligible Investment in respect of funds thereafter on deposit in any Account. None of the Trustee, the Depositor or the Securities Intermediary shall in any way be held liable by reason of any insufficiency in any Account resulting from any loss on any Eligible Investment made in accordance with this Trust Agreement.

Investment of Funds in the Accounts. The Trustee (a) Each Master Servicer may direct (pursuant to a standing order or otherwise) any depository depositary institution maintaining (including the Certificate Administrator) that holds its Collection Account, the Serviced Pari Passu Companion Loan Custodial Account, any Servicing Account or any Reserve Account, in each case, maintained by it, each Special Servicer may direct (pursuant to a standing order or otherwise) any depositary institution (including the Certificate Administrator) that holds the REO Account and any Loss of Value Reserve Fund, and the Certificate Administrator may direct (pursuant to a standing order or otherwise) any depositary institution that holds the Distribution Account, the Interest Reserve Account or the Reserve AccountExcess Liquidation Proceeds Account to invest, or if anyany of the applicable Master Servicer, for the Series and any other segregated Eligible Accountapplicable Special Servicer or the Certificate Administrator, which Eligible Account shall be a Securities Account as appropriate, is such depositary institution, the contents of which are held for applicable Master Servicer, the benefit of Certificateholders of such applicable Series (eachSpecial Servicer or the Certificate Administrator, an "Account")as the case may be, to may invest itself, the funds held therein at the specific written direction of the Depositor in (but only in) one or more Eligible Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, no later than the Business Day immediately preceding the next succeeding date on which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement or the related Mortgage Loan Documents, as applicable, or with respect to Permitted Investments of funds held in the Distribution Account, no later than 11:00 a.m., New York City time, on the next succeeding Distribution Date; provided that any such investment of funds in any Servicing Account or Reserve Account shall be subject to applicable law and the terms of the related Mortgage Loan Documents; and provided, further, that the funds in any Investment Account shall remain uninvested unless and until the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator, as appropriate, gives timely investment instructions with respect thereto pursuant to or as contemplated by this Section 3.06. All such Permitted Investments shall be held to maturity maturity, unless payable on demand and which demand. Any investment of funds in an Investment Account shall not be reinvested upon the maturity or demand for payment of such Eligible Investment. If the Depositor does not provide any investment directions by 10:00 a.m. on any Business Day, funds held in any Account will be invested made in the Eligible name of the Trustee (in its capacity as such). The applicable Master Servicer (with respect to Permitted Investments specified of amounts in clause its Collection Account, the Serviced Pari Passu Companion Loan Custodial Account, any Servicing Account or any Reserve Account, in each case, maintained by it), the applicable Special Servicer (ivwith respect to Permitted Investments of amounts in the REO Account), and the Certificate Administrator (with respect to Permitted Investments of amounts in the Distribution Account, the Interest Reserve Account or the Excess Liquidation Proceeds Account) acting on behalf of the Trustee, shall (and the Trustee hereby designates the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator, as the case may be, as the Person that shall) (i) be the “entitlement holder” of any Permitted Investment that is a “security entitlement” and (ii) maintain “control” of any Permitted Investment that is either a “certificated security” or an “uncertificated security”. For purposes of this Section 3.06(a), the terms “entitlement holder”, “security entitlement”, “control”, “certificated security” and “uncertificated security” shall have the meanings given such terms in Revised Article 8 (1994 Revision) of the definition thereof until receipt UCC, and “control” of investment directions to the contrary. Investments of such funds shall be invested in Eligible Investments that will mature so that such funds will be available for distribution on the next Distribution Date. Except as otherwise provided in any Permitted Investment by the applicable SupplementMaster Servicer, any earnings with respect to such Eligible Investments the applicable Special Servicer or the Certificate Administrator shall be paid toconstitute “control” by a Person designated by, and any losses with respect to such Eligible Investments shall be solely for the account acting on behalf of, the Certificateholders in proportion to their interest in Trustee for purposes of Revised Article 8 (1994 Revision) of the invested fundsUCC. In the event If amounts on deposit in an Investment Account are at any time invested in an Eligible a Permitted Investment payable on demand, the Securities Intermediaryparty hereunder that maintains such Investment Account (whether it is the applicable Master Servicer, on behalf of the Trustee and applicable Special Servicer or the TrustCertificate Administrator), shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Investment would not constitute an Eligible Investment in respect of funds thereafter on deposit in any Account. None of the Trustee, the Depositor or the Securities Intermediary shall in any way be held liable by reason of any insufficiency in any Account resulting from any loss on any Eligible Investment made in accordance with this Trust Agreement.

Investment of Funds in the Accounts. (a) The Trustee Master Servicer may direct (pursuant to a standing order or otherwise) any depository depositary institution maintaining (including the Certificate Administrator) that holds the Collection Account, any Servicing Account or any Reserve Account, the Special Servicer may direct (pursuant to a standing order or otherwise) any depositary institution (including the Certificate Administrator) that holds the REO Account and any Loss of Value Reserve Fund, and the Certificate Administrator may direct (pursuant to a standing order or otherwise) any depositary institution that holds the Distribution Account, the Interest Reserve Account or the Reserve AccountExcess Liquidation Proceeds Account to invest, or if anyany of the Master Servicer, for the Series and any other segregated Eligible AccountSpecial Servicer or the Certificate Administrator, which Eligible Account shall be a Securities Account as appropriate, is such depositary institution, the contents of which are held for Master Servicer, the benefit of Certificateholders of such applicable Series (eachSpecial Servicer or the Certificate Administrator, an "Account")as the case may be, to may invest itself, the funds held therein at the specific written direction of the Depositor in (but only in) one or more Eligible Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, no later than the Business Day immediately preceding the next succeeding date on which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement or the related Mortgage Loan Documents, as applicable, or with respect to Permitted Investments of funds held in the Distribution Account, no later than 11:00 a.m., New York City time, on the next succeeding Distribution Date; provided that any such investment of funds in any Servicing Account or Reserve Account shall be subject to applicable law and the terms of the related Mortgage Loan Documents; and provided, further, that the funds in any Investment Account shall remain uninvested unless and until the Master Servicer, the Special Servicer or the Certificate Administrator, as appropriate, gives timely investment instructions with respect thereto pursuant to or as contemplated by this Section 3.06. All such Permitted Investments shall be held to maturity maturity, unless payable on demand and which demand. Any investment of funds in an Investment Account shall not be reinvested upon the maturity or demand for payment of such Eligible Investment. If the Depositor does not provide any investment directions by 10:00 a.m. on any Business Day, funds held in any Account will be invested made in the Eligible name of the Trustee (in its capacity as such). The Master Servicer (with respect to Permitted Investments specified of amounts in clause the Collection Account, any Servicing Account or any Reserve Account), the Special Servicer (ivwith respect to Permitted Investments of amounts in the REO Account), and the Certificate Administrator (with respect to Permitted Investments of amounts in the Distribution Account, the Interest Reserve Account or the Excess Liquidation Proceeds Account) acting on behalf of the Trustee, shall (and Trustee hereby designates the Master Servicer, the Special Servicer or the Certificate Administrator, as the case may be, as the Person that shall) (i) be the “entitlement holder” of any Permitted Investment that is a “security entitlement” and (ii) maintain “control” of any Permitted Investment that is either a “certificated security” or an “uncertificated security”. For purposes of this Section 3.06(a), the terms “entitlement holder”, “security entitlement”, “control”, “certificated security” and “uncertificated security” shall have the meanings given such terms in Revised Article 8 (1994 Revision) of the definition thereof until receipt of investment directions to the contrary. Investments of such funds shall be invested in Eligible Investments that will mature so that such funds will be available for distribution on the next Distribution Date. Except as otherwise provided in the applicable Supplement, any earnings with respect to such Eligible Investments shall be paid toUCC, and “control” of any losses with respect to such Eligible Investments Permitted Investment by the Master Servicer, the Special Servicer or the Certificate Administrator shall be solely for the account constitute “control” by a Person designated by, and acting on behalf of, the Certificateholders in proportion to their interest in Trustee for purposes of Revised Article 8 (1994 Revision) of the invested fundsUCC. In the event If amounts on deposit in an Investment Account are at any time invested in an Eligible a Permitted Investment payable on demand, the Securities Intermediaryparty hereunder that maintains such Investment Account (whether it is the Master Servicer, on behalf of the Trustee and Special Servicer or the TrustCertificate Administrator), shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Investment would not constitute an Eligible Investment in respect of funds thereafter on deposit in any Account. None of the Trustee, the Depositor or the Securities Intermediary shall in any way be held liable by reason of any insufficiency in any Account resulting from any loss on any Eligible Investment made in accordance with this Trust Agreement.

Investment of Funds in the Accounts. The Trustee (a) Each Master Servicer may direct (pursuant to a standing order or otherwise) any depository depositary institution maintaining (including the Certificate Administrator) that holds its Collection Account, the Serviced Pari Passu Companion Loan Custodial Account, any Servicing Account or any Reserve Account, in each case, maintained by it, each Special Servicer may direct (pursuant to a standing order or otherwise) any depositary institution (including the Certificate Administrator) that holds the REO Account and any Loss of Value Reserve Fund, and the Certificate Administrator may direct (pursuant to a standing order or otherwise) any depositary institution that holds the Distribution Account, the Interest Reserve Account or the Reserve AccountExcess Liquidation Proceeds Account to invest, or if anyany of the applicable Master Servicer, for the Series and any other segregated Eligible Accountapplicable Special Servicer or the Certificate Administrator, which Eligible Account shall be a Securities Account as appropriate, is such depositary institution, the contents of which are held for applicable Master Servicer, the benefit of Certificateholders of such applicable Series (eachSpecial Servicer or the Certificate Administrator, an "Account")as the case may be, to may invest itself, the funds held therein at the specific written direction of the Depositor in (but only in) one or more Eligible Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, no later than the Business Day immediately preceding the next succeeding date on which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement or the related Mortgage Loan Documents, as applicable, or with respect to Permitted Investments of funds held in the Distribution Account, no later than 11:00 a.m., New York City time, on the next succeeding Distribution Date; provided that any such investment of funds in any Servicing Account or Reserve Account shall be subject to applicable law and the terms of the related Mortgage Loan Documents; and provided, further, that the funds in any Investment Account shall remain uninvested unless and until the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator, as appropriate, gives timely investment instructions with respect thereto pursuant to or as contemplated by this Section 3.06. All such Permitted Investments shall be held to maturity maturity, unless payable on demand and which demand. Any investment of funds in an Investment Account shall not be reinvested upon the maturity or demand for payment of such Eligible Investment. If the Depositor does not provide any investment directions by 10:00 a.m. on any Business Day, funds held in any Account will be invested made in the Eligible name of the Trustee (in its capacity as such). The applicable Master Servicer (with respect to Permitted Investments specified of amounts in clause its Collection Account, the Serviced Pari Passu Companion Loan Custodial Account, any Servicing Account or any Reserve Account, in each case, maintained by it), the applicable Special Servicer (ivwith respect to Permitted Investments of amounts in the REO Account), and the Certificate Administrator (with respect to Permitted Investments of amounts in the Distribution Account, the Interest Reserve Account or the Excess Liquidation Proceeds Account) acting on behalf of the Trustee, shall (and the Trustee hereby designates the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator, as the case may be, as the Person that shall) (i) be the “entitlement holder” of any Permitted Investment that is a “security entitlement” and (ii) maintain “control” of any Permitted Investment that is either a “certificated security” or an “uncertificated security”. For purposes of this Section 3.06(a), the terms “entitlement holder”, “security entitlement”, “control”, “certificated security” and “uncertificated security” shall have the meanings given such terms in Revised Article 8 (1994 Revision) of the definition thereof until receipt UCC, and “control” of investment directions to the contrary. Investments of such funds shall be invested in Eligible Investments that will mature so that such funds will be available for distribution on the next Distribution Date. Except as otherwise provided in any Permitted Investment by the applicable SupplementMaster Servicer, any earnings with respect to such Eligible Investments the applicable Special Servicer or the Certificate Administrator shall be paid toconstitute “control” by a Person designated by, and any losses with respect to such Eligible Investments shall be solely for the account acting on behalf of, the Certificateholders in proportion to their interest in Trustee for purposes of Revised Article 8 (1994 Revision) of the invested fundsUCC. In the event If amounts on deposit in an Investment Account are at any time invested in an Eligible a Permitted Investment payable on demand, the Securities Intermediaryparty hereunder that maintains such Investment Account (whether it is the applicable Master Servicer, on behalf of the Trustee and applicable Special Servicer or the TrustCertificate Administrator), shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Investment would not constitute an Eligible Investment in respect of funds thereafter on deposit in any Account. None of the Trustee, the Depositor or the Securities Intermediary shall in any way be held liable by reason of any insufficiency in any Account resulting from any loss on any Eligible Investment made in accordance with this Trust Agreement.

Investment of Funds in the Accounts. (a) The Trustee Master Servicer may direct (pursuant to a standing order or otherwise) any depository depositary institution maintaining (including the Certificate Administrator) that holds the Collection Account, the Serviced Pari Passu Companion Loan Custodial Account, any Serviced A/B Loan Combination Custodial Account, any Servicing Account or any Reserve Account, the Special Servicer may direct (pursuant to a standing order or otherwise) any depositary institution (including the Certificate Administrator) that holds the REO Account and any Loss of Value Reserve Fund, and the Certificate Administrator may direct (pursuant to a standing order or otherwise) any depositary institution that holds the Distribution Account, the Interest Reserve Account or the Reserve AccountExcess Liquidation Proceeds Account to invest, or if anyany of the Master Servicer, for the Series and any other segregated Eligible AccountSpecial Servicer or the Certificate Administrator, which Eligible Account shall be a Securities Account as appropriate, is such depositary institution, the contents of which are held for Master Servicer, the benefit of Certificateholders of such applicable Series (eachSpecial Servicer or the Certificate Administrator, an "Account")as the case may be, to may invest itself, the funds held therein at the specific written direction of the Depositor in (but only in) one or more Eligible Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, no later than the Business Day immediately preceding the next succeeding date on which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement or the related Mortgage Loan Documents, as applicable, or with respect to Permitted Investments of funds held in the Distribution Account, no later than 11:00 a.m., New York City time, on the next succeeding Distribution Date; provided that any such investment of funds in any Servicing Account or Reserve Account shall be subject to applicable law and the terms of the related Mortgage Loan Documents; and provided, further, that the funds in any Investment Account shall remain uninvested unless and until the Master Servicer, the Special Servicer or the Certificate Administrator, as appropriate, gives timely investment instructions with respect thereto pursuant to or as contemplated by this Section 3.06. All such Permitted Investments shall be held to maturity maturity, unless payable on demand and which demand. Any investment of funds in an Investment Account shall not be reinvested upon the maturity or demand for payment of such Eligible Investment. If the Depositor does not provide any investment directions by 10:00 a.m. on any Business Day, funds held in any Account will be invested made in the Eligible name of the Trustee (in its capacity as such). The Master Servicer (with respect to Permitted Investments specified of amounts in clause the Collection Account, the Serviced Pari Passu Companion Loan Custodial Account, any Serviced A/B Loan Combination Custodial Account, any Servicing Account or any Reserve Account), the Special Servicer (ivwith respect to Permitted Investments of amounts in the REO Account), and the Certificate Administrator (with respect to Permitted Investments of amounts in the Distribution Account, the Interest Reserve Account or the Excess Liquidation Proceeds Account) acting on behalf of the Trustee, shall (and the Trustee hereby designates the Master Servicer, the Special Servicer or the Certificate Administrator, as the case may be, as the Person that shall) (i) be the “entitlement holder” of any Permitted Investment that is a “security entitlement” and (ii) maintain “control” of any Permitted Investment that is either a “certificated security” or an “uncertificated security”. For purposes of this Section 3.06(a), the terms “entitlement holder”, “security entitlement”, “control”, “certificated security” and “uncertificated security” shall have the meanings given such terms in Revised Article 8 (1994 Revision) of the definition thereof until receipt of investment directions to the contrary. Investments of such funds shall be invested in Eligible Investments that will mature so that such funds will be available for distribution on the next Distribution Date. Except as otherwise provided in the applicable Supplement, any earnings with respect to such Eligible Investments shall be paid toUCC, and “control” of any losses with respect to such Eligible Investments Permitted Investment by the Master Servicer, the Special Servicer or the Certificate Administrator shall be solely for the account constitute “control” by a Person designated by, and acting on behalf of, the Certificateholders in proportion to their interest in Trustee for purposes of Revised Article 8 (1994 Revision) of the invested fundsUCC. In the event If amounts on deposit in an Investment Account are at any time invested in an Eligible a Permitted Investment payable on demand, the Securities Intermediaryparty hereunder that maintains such Investment Account (whether it is the Master Servicer, on behalf of the Trustee and Special Servicer or the TrustCertificate Administrator), shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Investment would not constitute an Eligible Investment in respect of funds thereafter on deposit in any Account. None of the Trustee, the Depositor or the Securities Intermediary shall in any way be held liable by reason of any insufficiency in any Account resulting from any loss on any Eligible Investment made in accordance with this Trust Agreement.

Investment of Funds in the Accounts. (a) The Trustee Master Servicer may direct (pursuant to a standing order or otherwise) any depository depositary institution maintaining (including the Certificate Administrator) that holds the Collection Account, the Serviced Pari Passu Companion Loan Custodial Account, any Servicing Account or any Reserve Account, in each case, maintained by it, the Special Servicer may direct (pursuant to a standing order or otherwise) any depositary institution (including the Certificate Administrator) that holds the REO Account and any Loss of Value Reserve Fund, and the Certificate Administrator may direct (pursuant to a standing order or otherwise) any depositary institution that holds the Distribution Account, the Interest Reserve Account or the Reserve AccountExcess Liquidation Proceeds Account to invest, or if anyany of the Master Servicer, for the Series and any other segregated Eligible AccountSpecial Servicer or the Certificate Administrator, which Eligible Account shall be a Securities Account as appropriate, is such depositary institution, the contents of which are held for Master Servicer, the benefit of Certificateholders of such applicable Series (eachSpecial Servicer or the Certificate Administrator, an "Account")as the case may be, to may invest itself, the funds held therein at the specific written direction of the Depositor in (but only in) one or more Eligible Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, no later than the Business Day immediately preceding the next succeeding date on which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement or the related Mortgage Loan Documents, as applicable, or with respect to Permitted Investments of funds held in the Distribution Account, no later than 11:00 a.m., New York City time, on the next succeeding Distribution Date; provided that any such investment of funds in any Servicing Account or Reserve Account shall be subject to applicable law and the terms of the related Mortgage Loan Documents; and provided, further, that the funds in any Investment Account shall remain uninvested unless and until the Master Servicer, the Special Servicer or the Certificate Administrator, as appropriate, gives timely investment instructions with respect thereto pursuant to or as contemplated by this Section 3.06. All such Permitted Investments shall be held to maturity maturity, unless payable on demand and which demand. Any investment of funds in an Investment Account shall not be reinvested upon the maturity or demand for payment of such Eligible Investment. If the Depositor does not provide any investment directions by 10:00 a.m. on any Business Day, funds held in any Account will be invested made in the Eligible name of the Trustee (in its capacity as such). The Master Servicer (with respect to Permitted Investments specified of amounts in clause the Collection Account, the Serviced Pari Passu Companion Loan Custodial Account, any Servicing Account or any Reserve Account, in each case, maintained by it), the Special Servicer (ivwith respect to Permitted Investments of amounts in the REO Account), and the Certificate Administrator (with respect to Permitted Investments of amounts in the Distribution Account, the Interest Reserve Account or the Excess Liquidation Proceeds Account) acting on behalf of the Trustee, shall (and the Trustee hereby designates the Master Servicer, the Special Servicer or the Certificate Administrator, as the case may be, as the Person that shall) (i) be the “entitlement holder” of any Permitted Investment that is a “security entitlement” and (ii) maintain “control” of any Permitted Investment that is either a “certificated security” or an “uncertificated security”. For purposes of this Section 3.06(a), the terms “entitlement holder”, “security entitlement”, “control”, “certificated security” and “uncertificated security” shall have the meanings given such terms in Revised Article 8 (1994 Revision) of the definition thereof until receipt of investment directions to the contrary. Investments of such funds shall be invested in Eligible Investments that will mature so that such funds will be available for distribution on the next Distribution Date. Except as otherwise provided in the applicable Supplement, any earnings with respect to such Eligible Investments shall be paid toUCC, and “control” of any losses with respect to such Eligible Investments Permitted Investment by the Master Servicer, the Special Servicer or the Certificate Administrator shall be solely for the account constitute “control” by a Person designated by, and acting on behalf of, the Certificateholders in proportion to their interest in Trustee for purposes of Revised Article 8 (1994 Revision) of the invested fundsUCC. In the event If amounts on deposit in an Investment Account are at any time invested in an Eligible a Permitted Investment payable on demand, the Securities Intermediaryparty hereunder that maintains such Investment Account (whether it is the Master Servicer, on behalf of the Trustee and Special Servicer or the TrustCertificate Administrator), shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Investment would not constitute an Eligible Investment in respect of funds thereafter on deposit in any Account. None of the Trustee, the Depositor or the Securities Intermediary shall in any way be held liable by reason of any insufficiency in any Account resulting from any loss on any Eligible Investment made in accordance with this Trust Agreement.

Investment of Funds in the Accounts. (a) The Trustee Master Servicer may direct (pursuant to a standing order or otherwise) any depository depositary institution maintaining (including the Certificate Administrator) that holds the Collection Account, the Serviced Pari Passu Companion Loan Custodial Account, any Serviced A/B Loan Combination Custodial Account, any Servicing Account or any Reserve Account, the Special Servicer may direct (pursuant to a standing order or otherwise) any depositary institution (including the Certificate Administrator) that holds the REO Account and any Loss of Value Reserve Fund, and the Certificate Administrator (other than WFB acting as the Certificate Administrator) may direct (pursuant to a standing order or otherwise) any depositary institution that holds the Distribution Account, the Interest Reserve Account or the Reserve AccountExcess Liquidation Proceeds Account to invest, or if anyany of the Master Servicer, for the Series and any Special Servicer or the Certificate Administrator, as appropriate, is such depositary institution, the Master Servicer, the Special Servicer or the Certificate Administrator (other segregated Eligible Account, which Eligible Account shall be a Securities Account than WFB acting as the contents of which are held for the benefit of Certificateholders of such applicable Series (each, an "Account"Certificate Administrator), to as the case may be, may invest itself, the funds held therein at the specific written direction of the Depositor in (but only in) one or more Eligible Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, no later than the Business Day immediately preceding the next succeeding date on which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement or the related Mortgage Loan Documents, as applicable, or with respect to Permitted Investments of funds held in the Distribution Account, no later than 11:00 a.m., New York City time, on the next succeeding Distribution Date; provided that any such investment of funds in any Servicing Account or Reserve Account shall be subject to applicable law and the terms of the related Mortgage Loan Documents; and provided, further, that the funds in any Investment Account shall remain uninvested unless and until the Master Servicer, the Special Servicer or the Certificate Administrator, as appropriate, gives timely investment instructions with respect thereto pursuant to or as contemplated by this Section 3.06. All such Permitted Investments shall be held to maturity maturity, unless payable on demand and which demand. Any investment of funds in an Investment Account shall not be reinvested upon the maturity or demand for payment of such Eligible Investment. If the Depositor does not provide any investment directions by 10:00 a.m. on any Business Day, funds held in any Account will be invested made in the Eligible Investments specified in clause (iv) name of the definition thereof until receipt of investment directions to the contraryTrustee (in its capacity as such). Investments of such funds shall be invested in Eligible Investments that will mature so that such funds will be available for distribution on the next Distribution Date. Except as otherwise provided in the applicable Supplement, any earnings The Master Servicer (with respect to such Eligible Permitted Investments shall be paid toof amounts in the Collection Account, and the Serviced Pari Passu Companion Loan Custodial Account, any losses Serviced A/B Loan Combination Custodial Account, any Servicing Account or any Reserve Account), the Special Servicer (with respect to such Eligible Permitted Investments shall be solely for of amounts in the account ofREO Account), and the Certificate Administrator (with respect to Permitted Investments of amounts in the Distribution Account, the Certificateholders in proportion to their interest in Interest Reserve Account or the invested funds. In the event amounts on deposit in an Account are at any time invested in an Eligible Investment payable on demand, the Securities Intermediary, Excess Liquidation Proceeds Account) acting on behalf of the Trustee Trustee, shall (and the TrustTrustee hereby designates the Master Servicer, the Special Servicer or the Certificate Administrator, as the case may be, as the Person that shall: ) (i) consistent with be the “entitlement holder” of any notice required to be given thereunder, demand Permitted Investment that payment thereon be made on the last day such Eligible Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder is a “security entitlement” and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment maintain “control” of all amounts due thereunder upon any Permitted Investment that is either a determination by the Trustee that such Eligible Investment would not constitute “certificated security” or an Eligible Investment in respect “uncertificated security”. For purposes of funds thereafter on deposit in any Account. None of the Trusteethis Section 3.06(a), the Depositor or terms “entitlement holder”, “security entitlement”, “control”, “certificated security” and “uncertificated security” shall have the Securities Intermediary shall meanings given such terms in any way be held liable by reason Revised Article 8 (1994 Revision) of any insufficiency in any Account resulting from any loss on any Eligible Investment made in accordance with this Trust Agreement.the

Investment of Funds in the Accounts. The Trustee (a) Each Master Servicer may direct (pursuant to a standing order or otherwise) any depository depositary institution maintaining (including the Certificate Administrator) that holds its Collection Account, the Serviced Pari Passu Companion Loan Custodial Account, any Servicing Account or any Reserve Account, in each case, maintained by it, each Special Servicer may direct (pursuant to a standing order or otherwise) any depositary institution (including the Certificate Administrator) that holds the REO Account and any Loss of Value Reserve Fund, and the Certificate Administrator may direct (pursuant to a standing order or otherwise) any depositary institution that holds the Distribution Account, the Interest Reserve Account or the Reserve AccountExcess Liquidation Proceeds Account to invest, or if anyany of the Master Servicer, for the Series and any other segregated Eligible AccountSpecial Servicer or the Certificate Administrator, which Eligible Account shall be a Securities Account as appropriate, is such depositary institution, the contents of which are held for Master Servicer, the benefit of Certificateholders of such applicable Series (eachSpecial Servicer or the Certificate Administrator, an "Account")as the case may be, to may invest itself, the funds held therein at the specific written direction of the Depositor in (but only in) one or more Eligible Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, no later than the Business Day immediately preceding the next succeeding date on which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement or the related Mortgage Loan Documents, as applicable, or with respect to Permitted Investments of funds held in the Distribution Account, no later than 11:00 a.m., New York City time, on the next succeeding Distribution Date; provided that any such investment of funds in any Servicing Account or Reserve Account shall be subject to applicable law and the terms of the related Mortgage Loan Documents; and provided, further, that the funds in any Investment Account shall remain uninvested unless and until the Master Servicer, the Special Servicer or the Certificate Administrator, as appropriate, gives timely investment instructions with respect thereto pursuant to or as contemplated by this Section 3.06. All such Permitted Investments shall be held to maturity maturity, unless payable on demand and which demand. Any investment of funds in an Investment Account shall not be reinvested upon the maturity or demand for payment of such Eligible Investment. If the Depositor does not provide any investment directions by 10:00 a.m. on any Business Day, funds held in any Account will be invested made in the Eligible name of the Trustee (in its capacity as such). The Master Servicer (with respect to Permitted Investments specified of amounts in clause its Collection Account, any Serviced Pari Passu Companion Loan Custodial Account, any Servicing Account or any Reserve Account, in each case, maintained by it), the Special Servicer (ivwith respect to Permitted Investments of amounts in the REO Account), and the Certificate Administrator (with respect to Permitted Investments of amounts in the Distribution Account, the Interest Reserve Account or the Excess Liquidation Proceeds Account) acting on behalf of the Trustee, shall (and the Trustee hereby designates the Master Servicer, the Special Servicer or the Certificate Administrator, as the case may be, as the Person that shall) (i) be the “entitlement holder” of any Permitted Investment that is a “security entitlement” and (ii) maintain “control” of any Permitted Investment that is either a “certificated security” or an “uncertificated security.” For purposes of this Section 3.06(a), the terms “entitlement holder,” “security entitlement,” “control,” “certificated security” and “uncertificated security” shall have the meanings given such terms in Revised Article 8 (1994 Revision) of the definition thereof until receipt of investment directions to the contrary. Investments of such funds shall be invested in Eligible Investments that will mature so that such funds will be available for distribution on the next Distribution Date. Except as otherwise provided in the applicable Supplement, any earnings with respect to such Eligible Investments shall be paid toUCC, and “control” of any losses with respect to such Eligible Investments Permitted Investment by the Master Servicer, the Special Servicer or the Certificate Administrator shall be solely for the account constitute “control” by a Person designated by, and acting on behalf of, the Certificateholders in proportion to their interest in Trustee for purposes of Revised Article 8 (1994 Revision) of the invested fundsUCC. In the event If amounts on deposit in an Investment Account are at any time invested in an Eligible a Permitted Investment payable on demand, the Securities Intermediaryparty hereunder that maintains such Investment Account (whether it is the Master Servicer, on behalf of the Trustee and Special Servicer or the TrustCertificate Administrator), shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Investment would not constitute an Eligible Investment in respect of funds thereafter on deposit in any Account. None of the Trustee, the Depositor or the Securities Intermediary shall in any way be held liable by reason of any insufficiency in any Account resulting from any loss on any Eligible Investment made in accordance with this Trust Agreement.

Investment of Funds in the Accounts. The (a) Funds on deposit in the Accounts will be invested and reinvested by the Indenture Trustee may direct any depository institution maintaining the Certificate Account or the Reserve Account, if any, for the Series and any other segregated Eligible Account, which Eligible Account shall be a Securities Account the contents of which are held for the benefit of Certificateholders of such applicable Series (each, an "Account"), to invest the funds therein at the specific written direction of the Depositor Issuer in one or more Eligible Investments bearing interest or sold at a discountPermitted Investments. The Issuer may authorize the Indenture Trustee to make specific investments pursuant to written instructions, which shall be held to maturity unless payable on demand and which funds shall not be reinvested upon in such amounts as the maturity or demand for payment of such Eligible InvestmentIssuer will specify. If Notwithstanding the Depositor does not provide any investment directions by 10:00 a.m. on any Business Dayforegoing, funds held by the Indenture Trustee in any Account of the Accounts will be invested in Permitted Investments that will mature in each case no later than the Eligible Investments specified date on which such funds in the Accounts are scheduled to be transferred or distributed by the Indenture Trustee pursuant to this Indenture (or as necessary to provide for timely payment of principal or interest on the applicable Principal Payment Date or Interest Payment Date). (b) All funds deposited from time to time in the Accounts pursuant to this Indenture and all investments made with such funds will be held by the Indenture Trustee in the Accounts as part of the Collateral as herein provided, subject to withdrawal by the Indenture Trustee for the purposes set forth herein. (c) Funds and other property in any of the Accounts will not be commingled with any other funds or property of the Issuer or the Indenture Trustee. The Indenture Trustee shall: (i) hold each Permitted Investment (other than those described in clause (ivc) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (A) such investment property at all times shall be credited to a securities account of the Indenture Trustee, (B) all property credited to such securities account shall be treated as a financial asset, (C) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (D) such securities intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other person or entity, (E) such securities intermediary shall not agree with any person or entity other than the Indenture Trustee to comply with entitlement orders originated by any person or entity other than the Indenture Trustee, (F) such securities account and all property credited thereto shall not be subject to any lien, security interest, right of set-off, or encumbrance in favor of such securities intermediary or anyone claiming through such securities intermediary (other than the Indenture Trustee), and (G) such agreement between such securities intermediary and the Indenture Trustee shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than those described in clause (c) of the definition thereof) in the State of New York separate and apart from all other property held by the Indenture Trustee; and (iii) cause each Permitted Investment described in clause (c) of the definition thereof until receipt to be registered in the name of the Indenture Trustee by the issuer thereof; provided that, other than following an Event of Default and acceleration pursuant to Section 702, no Permitted Investment shall be disposed of prior to its maturity. Notwithstanding any other provision of this Indenture, the Indenture Trustee shall not hold any Permitted Investment through an agent except as expressly permitted by this Section 403(c). Each term used in this Section 403(c) and defined in the New York UCC shall have the meaning set forth in the New York UCC. (d) All interest and earnings (net of losses and investment directions to expenses) on funds on deposit in the contraryCollection Account will be deposited into the Collection Account when the related Permitted Investments mature and are available and, for purposes of Section 501, will be treated as part of Interest Collections for the Monthly Period in which the investment was made. Investments Unless otherwise stated in the related Indenture Supplement, for purposes of determining the availability of funds or the balance in the Accounts for any reason under this Indenture or any Indenture Supplement, investment earnings on such funds shall be invested in Eligible Investments that will mature so that such funds will deemed not to be available for distribution or on the next Distribution Date. Except as otherwise provided in the applicable Supplement, any earnings with respect deposit. (e) Subject to such Eligible Investments shall be paid to, and any losses with respect to such Eligible Investments shall be solely for the account ofSection 801(c), the Certificateholders in proportion to their interest in the invested funds. In the event amounts on deposit in an Account are at any time invested in an Eligible Investment payable on demand, the Securities Intermediary, on behalf of the Indenture Trustee and the Trust, shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Investment would will not constitute an Eligible Investment in respect of funds thereafter on deposit in any Account. None of the Trustee, the Depositor or the Securities Intermediary shall in any way be held liable by reason of any insufficiency in any Account such Accounts resulting from any loss on any Eligible Permitted Investment made 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, in accordance with this Trust Agreementtheir terms. (f) Funds on deposit in the Accounts will be invested and reinvested by the Indenture Trustee to the fullest extent practicable, in such manner as the Indenture Trustee will from time to time determine, but only in one or more Permitted Investments, upon the occurrence of any of the following events: (i) the Issuer will have failed to give investment directions to the Indenture Trustee; or (ii) an Event of Default will have occurred and is continuing but no Notes have been declared due and payable pursuant to Section 702. ARTICLE V ALLOCATIONS, DEPOSITS AND PAYMENTS SECTION 501. Allocations of Interest Collections. With respect to each Monthly Period, the Indenture Trustee will allocate to each series of Notes its portion of the Interest Collections related to such Monthly Period in an amount equal to the product of (i) the Series Floating Allocation Percentage for such series times (ii) the Interest Collections for such Monthly Period. SECTION 502. Allocations of Principal Collections. With respect to each Monthly Period, the Indenture Trustee will allocate to each series of Notes its portion of the Principal Collections related to such Monthly Period in an amount equal to the product of (i) the Series Principal Allocation Percentage for such series times (ii) the Principal Collections for such Monthly Period.

Investment of Funds in the Accounts. The Trustee may direct any depository institution maintaining (a) Funds on deposit in the Certificate Account or the Reserve Account, if any, for the Series and any other segregated Eligible Account, which Eligible Account Accounts shall be a Securities Account invested and reinvested by the contents of which are held for the benefit of Certificateholders of such applicable Series (each, an "Account"), to invest the funds therein Indenture Trustee at the specific written direction of the Depositor Issuer in one or more Eligible Investments bearing interest or sold at a discountPermitted Investments. The Issuer may authorize the Indenture Trustee to make specific investments pursuant to written instructions, which in such amounts as the Issuer shall be held to maturity unless payable on demand and which funds shall not be reinvested upon specify. Notwithstanding the maturity or demand for payment of such Eligible Investment. If the Depositor does not provide any investment directions by 10:00 a.m. on any Business Dayforegoing, funds held by the Indenture Trustee in any Account will of the Accounts shall be invested in the Eligible Permitted Investments specified that will mature in clause (iv) of the definition thereof until receipt of investment directions each case no later than one day prior to the contrary. Investments date on which such funds in the Accounts are scheduled to be transferred or distributed by the Indenture Trustee pursuant to this Indenture (or as necessary to provide for timely payment of principal or interest on the applicable Principal Payment Date or Interest Payment Date). (b) All funds deposited from time to time in the Accounts pursuant to this Indenture and all investments made with such funds shall be invested in Eligible Investments that will mature so that such funds will be available for distribution on held by the next Distribution Date. Except as otherwise provided Indenture Trustee in the applicable SupplementAccounts as part of the Collateral as herein provided, any earnings with respect subject to such Eligible Investments shall be paid to, and any losses with respect to such Eligible Investments shall be solely withdrawal by the Indenture Trustee for the account of, the Certificateholders purposes set forth herein. (c) Funds and other property in proportion to their interest in the invested funds. In the event amounts on deposit in an Account are at any time invested in an Eligible Investment payable on demand, the Securities Intermediary, on behalf of the Accounts shall not be commingled with any other funds or property of the Issuer or the Indenture Trustee. The Indenture Trustee and the Trust, shall: (i) consistent hold each Permitted Investment (other than those described in clause (c) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (A) such investment property at all times shall be credited to a securities account of the Indenture Trustee, (B) all property credited to such securities account shall be treated as a financial asset, (C) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (D) such securities intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other person or entity, (E) such securities intermediary shall not agree with any notice required person or entity other than the Indenture Trustee to comply with entitlement orders originated by any person or entity other than the Indenture Trustee, (F) such securities account and all property credited thereto shall not be given thereundersubject to any lien, demand that payment thereon be made on security interest, right of set-off, or encumbrance in favor of such securities intermediary or anyone claiming through such securities intermediary (other than the last day such Eligible Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder Indenture Trustee), and (2G) such agreement between such securities intermediary and the amount required to Indenture Trustee shall be withdrawn on such dategoverned by the laws of the State of Minnesota; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than those described in clause (c) of the definition thereof) in the State of Minnesota separate and apart from all other property held by the Indenture Trustee; and (iiiii) demand same day payment cause each Permitted Investment described in clause (c) of all amounts due thereunder upon a determination the definition thereof to be registered in the name of the Indenture Trustee by the issuer thereof; provided, that, other than following an Event of Default and acceleration pursuant to Section 7.02, no Permitted Investment shall be disposed of prior to its maturity. Notwithstanding any other provision of this Indenture, the Indenture Trustee that such Eligible shall not hold any Permitted Investment would not constitute through an Eligible Investment agent except as expressly permitted by this Section 4.03(c). Each term used in respect this Section 4.03(c) and defined in the New York UCC shall have the meaning set forth in the New York UCC. (d) On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds thereafter on deposit in the Collection Account shall be treated as Available Funds and applied pursuant to Section 5.01 for such Transfer Date. Unless otherwise stated in the related Indenture Supplement, for purposes of determining the availability of funds or the balance in the Accounts for any Accountreason under this Indenture or any Indenture Supplement, investment earnings on such funds shall be deemed not to be available or on deposit. None of the TrusteeSubject to Section 8.01(c), the Depositor or the Securities Intermediary Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Account such Accounts resulting from any loss on any Eligible Permitted Investment made 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, in accordance with this Trust Agreementtheir terms. (e) Funds on deposit in the Accounts shall be invested and reinvested by the Indenture Trustee to the fullest extent practicable, in such manner as the Indenture Trustee shall from time to time determine, but only in one or more Permitted Investments, upon the occurrence of any of the following events: (i) the Issuer shall have failed to give investment directions to the Indenture Trustee; or (ii) an Event of Default shall have occurred and is continuing but no Notes have been declared due and payable pursuant to Section 7.02.

Investment of Funds in the Accounts. The Trustee (a) Each Servicer may invest funds in its Collection Account and the Master Servicer may direct any depository institution maintaining the Certificate Account or Securities Administrator to invest funds in the Reserve Distribution Account, if anyand the Unaffiliated Seller may direct the Securities Administrator to invest the funds in the Pre-Funding Account, the Pre-Funding Reserve Account and the Capitalized Interest Account (each of such Accounts, for the Series and any other segregated Eligible Account, which Eligible Account shall be a Securities Account the contents purposes of which are held for the benefit of Certificateholders of such applicable Series (eachthis Section 3.12, an "Investment Account"), to invest the funds therein at the specific written direction of the Depositor in one or more Eligible Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement. All such investment directions shall be in writing and if the Securities Administrator does not receive such written instructions no investment shall be made. All such Permitted Investments shall be held to maturity maturity, unless payable on demand and which demand. Any investment of funds in an Investment Account (other than a Collection Account) shall not be reinvested upon made in the maturity or demand for payment name of such Eligible Investmentthe Securities Administrator. If the Depositor does not provide any The Securities Administrator shall be entitled to sole possession (except with respect to investment directions by 10:00 a.m. on any Business Day, direction of funds held in the related Account and any income and gain realized thereon) over each such investment, and any certificate or other instrument evidencing any such investment shall be delivered directly to the Securities Administrator or its agent, together with any document of transfer necessary to transfer title to such investment to the Securities Administrator. Any investment of funds in a Collection Account will shall be invested made in the Eligible Investments specified in clause (iv) name of the definition thereof until receipt of investment directions to the contraryrelated Servicer. Investments of such funds Each Servicer shall be invested in Eligible Investments that will mature so that such funds will be available for distribution on the next Distribution Date. Except as otherwise provided in the applicable Supplement, any earnings entitled to sole possession (except with respect to investment direction of funds held in the related Account and any income and gain realized thereon) over each such Eligible Investments shall be paid toinvestment, and any losses certificate or other instrument evidencing any such investment shall be delivered directly to the related Servicer or its agent, together with respect any document of transfer necessary to transfer title to such Eligible Investments shall be solely for investment to the account of, the Certificateholders in proportion to their interest in the invested fundssuch Servicer. In the event amounts on deposit in an Investment Account are at any time invested in an Eligible a Permitted Investment payable on demand, the Securities Intermediary, on behalf of the Trustee and the Trust, shallAdministrator may: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Permitted Investment would not constitute an Eligible a Permitted Investment in respect of funds thereafter on deposit in any the Investment Account. None . (i) All income and gain realized from the investment of funds deposited in the related Collection Account with respect to the Servicers shall be for the benefit of the Trusteeapplicable Servicer and shall be subject to its withdrawal in the manner set forth in Section 3.11. Each Servicer shall deposit in the Collection Accounts the amount of any loss of principal incurred in respect of any such Permitted Investment directed by the applicable Servicer made with funds in such accounts immediately upon realization of such loss. (ii) All income and gain realized from the investment of funds deposited in the Pre-Funding Account, the Depositor Pre-Funding Reserve Account and the Capitalized Interest Account held by or on behalf of the Unaffiliated Seller shall be retained in such Investment Account, subject to withdrawal as provided in Section 4.02. Whether in regard to the Pre-Funding Account or the Securities Intermediary Capitalized Interest Account, the Unaffiliated Seller shall deposit in the Pre-Funding Account or the Capitalized Interest Account, as applicable, the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such accounts immediately upon realization of such loss. (c) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any way other performance required under any Permitted Investment, the Securities Administrator shall take such action as may be held appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. The Securities Administrator shall not be liable by reason for the amount of any insufficiency loss incurred in respect of any investment or lack of investment of funds held in any Investment Account resulting from any loss on any Eligible Investment or the Distribution Account if made in accordance with this Trust Section 3.12. (d) The Securities Administrator, Backup Servicer and Master Servicer or any of their Affiliates shall be permitted to receive additional compensation that could be deemed to be in the Securities Administrator's, Backup Servicer's or Master Servicer's economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to this Agreement. (e) The Securities Administrator or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Securities Administrator's economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in 100 certain Permitted Investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to this Agreement.

Investment of Funds in the Accounts. The (a) Funds on deposit in the Accounts will be invested and reinvested by the Indenture Trustee may direct any depository institution maintaining the Certificate Account or the Reserve Account, if any, for the Series and any other segregated Eligible Account, which Eligible Account shall be a Securities Account the contents of which are held for the benefit of Certificateholders of such applicable Series (each, an "Account"), to invest the funds therein at the specific written direction of the Depositor Issuer in one or more Eligible Investments bearing interest or sold at a discountPermitted Investments. The Issuer may authorize the Indenture Trustee to make specific investments pursuant to written instructions, which shall be held to maturity unless payable on demand and which funds shall not be reinvested upon in such amounts as the maturity or demand for payment of such Eligible InvestmentIssuer will specify. If Notwithstanding the Depositor does not provide any investment directions by 10:00 a.m. on any Business Dayforegoing, funds held by the Indenture Trustee in any Account of the Accounts will be invested in Permitted Investments that will mature in each case no later than the Eligible Investments specified date on which such funds in the Accounts are scheduled to be transferred or distributed by the Indenture Trustee pursuant to this Indenture (or as necessary to provide for timely payment of principal or interest on the applicable Principal Payment Date or Interest Payment Date). (b) All funds deposited from time to time in the Accounts pursuant to this Indenture and all investments made with such funds will be held by the Indenture Trustee in the Accounts as part of the Collateral as herein provided, subject to withdrawal by the Indenture Trustee for the purposes set forth herein. (c) Funds and other property in any of the Accounts will not be commingled with any other funds or property of the Issuer or the Indenture Trustee. The Indenture Trustee shall: (i) hold each Permitted Investment (other than those described in clause (ivc) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (A) such investment property at all times shall be credited to a securities account of the Indenture Trustee, (B) all property credited to such securities account shall be treated as a financial asset, (C) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (D) such securities intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other person or entity, (E) such securities intermediary shall not agree with any person or entity other than the Indenture Trustee to comply with entitlement orders originated by any person or entity other than the Indenture Trustee, (F) such securities account and all property credited thereto shall not be subject to any lien, security interest, right of set-off, or encumbrance in favor of such securities intermediary or anyone claiming through such securities intermediary (other than the Indenture Trustee), and (G) such agreement between such securities intermediary and the Indenture Trustee shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than those described in clause (c) of the definition thereof) in the State of New York separate and apart from all other property held by the Indenture Trustee; and (iii) cause each Permitted Investment described in clause (c) of the definition thereof until receipt to be registered in the name of the Indenture Trustee by the issuer thereof; provided, that, other than following an Event of Default and acceleration pursuant to Section 702, no Permitted Investment shall be disposed of prior to its maturity. Notwithstanding any other provision of this Indenture, the Indenture Trustee shall not hold any Permitted Investment through an agent except as expressly permitted by this Section 403(c). Each term used in this Section 403(c) and defined in the New York UCC shall have the meaning set forth in the New York UCC. (d) On each Transfer Date, all interest and earnings (net of losses and investment directions expenses) accrued since the preceding Transfer Date on funds on deposit in the Collection Account will be treated as Available Interest Amounts and applied pursuant to Section 501 for such Transfer Date. Unless otherwise stated in the contrary. Investments related Indenture Supplement, for purposes of determining the availability of funds or the balance in the Accounts for any reason under this Indenture or any Indenture Supplement, investment earnings on such funds shall be invested in Eligible Investments that will mature so that such funds will deemed not to be available for distribution or on the next Distribution Datedeposit. Except as otherwise provided in the applicable Supplement, any earnings with respect Subject to such Eligible Investments shall be paid to, and any losses with respect to such Eligible Investments shall be solely for the account ofSection 801(c), the Certificateholders in proportion to their interest in the invested funds. In the event amounts on deposit in an Account are at any time invested in an Eligible Investment payable on demand, the Securities Intermediary, on behalf of the Indenture Trustee and the Trust, shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Investment would will not constitute an Eligible Investment in respect of funds thereafter on deposit in any Account. None of the Trustee, the Depositor or the Securities Intermediary shall in any way be held liable by reason of any insufficiency in any Account such Accounts resulting from any loss on any Eligible Permitted Investment made 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, in accordance with this Trust Agreementtheir terms. (e) Funds on deposit in the Accounts will be invested and reinvested by the Indenture Trustee to the fullest extent practicable, in such manner as the Indenture Trustee will from time to time determine, but only in one or more Permitted Investments, upon the occurrence of any of the following events: (i) the Issuer will have failed to give investment directions to the Indenture Trustee; or (ii) an Event of Default will have occurred and is continuing but no Notes have been declared due and payable pursuant to Section 702.

Investment of Funds in the Accounts. (a) The Trustee Servicer may direct any depository institution maintaining the Certificate investment of funds in the Collection Account or and may direct the Reserve Trustee to invest funds in the Distribution Account, if anyand the Unaffiliated Seller may direct the Trustee to invest the funds in the Pre-Funding Account, the Pre-Funding Reserve Account and the Capitalized Interest Account (each of such Accounts, for the Series and any other segregated Eligible Account, which Eligible Account shall be a Securities Account the contents purposes of which are held for the benefit of Certificateholders of such applicable Series (eachthis Section 3.12, an "Investment Account"), to invest the funds therein at the specific written direction of the Depositor in one or more Eligible Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement. All such investment directions shall be in writing and if the Trustee does not receive such written instructions no investment shall be made. All such Permitted Investments shall be held to maturity maturity, unless payable on demand and which demand. Any investment of funds in an Investment Account shall not be reinvested upon made in the maturity or demand for payment name of such Eligible Investmentthe Trustee. If the Depositor does not provide any The Trustee shall be entitled to sole possession (except with respect to investment directions by 10:00 a.m. on any Business Day, direction of funds held in the related Account and any Account will be invested in the Eligible Investments specified in clause (ivincome and gain realized thereon) of the definition thereof until receipt of investment directions to the contrary. Investments of over each such funds shall be invested in Eligible Investments that will mature so that such funds will be available for distribution on the next Distribution Date. Except as otherwise provided in the applicable Supplement, any earnings with respect to such Eligible Investments shall be paid toinvestment, and any losses certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its agent, together with respect any document of transfer necessary to transfer title to such Eligible Investments shall be solely for investment to the account of, the Certificateholders in proportion to their interest in the invested fundsTrustee. In the event amounts on deposit in an Investment Account are at any time invested in an Eligible a Permitted Investment payable on demand, the Securities Intermediary, on behalf of the Trustee and the Trust, shallmay: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Permitted Investment would not constitute an Eligible a Permitted Investment in respect of funds thereafter on deposit in any the Investment Account. (i) All income and gain realized from the investment of funds deposited in the Collection Account and the Distribution Account held by or on behalf of the Servicer, shall be for the benefit of the Servicer and shall be subject to its withdrawal in the manner set forth in Section 3.11 in the case of income in the Collection Account, and on each Distribution Date, the Trustee shall withdraw from the Distribution Account, and remit to the Servicer all amounts in respect of such income and gain in the Distribution Account. None Whether in regard to the Collection Account or the Distribution Account, the Servicer shall deposit in the Collection Account or the Distribution Account, as applicable, the amount of any loss of principal incurred in respect of any such Permitted Investment directed by the Servicer made with funds in such accounts immediately upon realization of such loss. (ii) All income and gain realized from the investment of funds deposited in the Pre-Funding Account, the Pre-Funding Reserve Account and the Capitalized Interest Account held by or on behalf of the TrusteeUnaffiliated Seller shall be retained in such Investment Account, subject to withdrawal as provided in Section 4.02. Whether in regard to the Pre-Funding Account or the Capitalized Interest Account, the Depositor Unaffiliated Seller shall deposit in the Pre-Funding Account or the Securities Intermediary shall Capitalized Interest Account, as applicable, the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such accounts immediately upon realization of such loss. (c) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any way other performance required under any Permitted Investment, the Trustee shall take such action as may be held appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. The Trustee shall not be liable by reason for the amount of any insufficiency loss incurred in respect of any investment or lack of investment of funds held in any Investment Account resulting from any loss on any Eligible Investment or the Distribution Account if made in accordance with this Trust Section 3.12. (d) The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee's economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to this Agreement.

Investment of Funds in the Accounts. The (a) Funds on deposit in the Accounts will be invested and reinvested by the Indenture Trustee may direct any depository institution maintaining the Certificate Account or the Reserve Account, if any, for the Series and any other segregated Eligible Account, which Eligible Account shall be a Securities Account the contents of which are held for the benefit of Certificateholders of such applicable Series (each, an "Account"), to invest the funds therein at the specific written direction of the Depositor Issuer in one or more Eligible Investments bearing interest or sold at a discountPermitted Investments. The Issuer may authorize the Indenture Trustee to make specific investments pursuant to written instructions, which shall be held to maturity unless payable on demand and which funds shall not be reinvested upon in such amounts as the maturity or demand for payment of such Eligible InvestmentIssuer will specify. If Notwithstanding the Depositor does not provide any investment directions by 10:00 a.m. on any Business Dayforegoing, funds held by the Indenture Trustee in any Account of the Accounts will be invested in Permitted Investments that will mature in each case no later than the Eligible Investments specified date on which such funds in the Accounts are scheduled to be transferred or distributed by the Indenture Trustee pursuant to this Indenture (or as necessary to provide for timely payment of principal or interest on the applicable Principal Payment Date or Interest Payment Date). (b) All funds deposited from time to time in the Accounts pursuant to this Indenture and all investments made with such funds will be held by the Indenture Trustee in the Accounts as part of the Collateral as herein provided, subject to withdrawal by the Indenture Trustee for the purposes set forth herein. (c) Funds and other property in any of the Accounts will not be commingled with any other funds or property of the Issuer or the Indenture Trustee. The Indenture Trustee shall: (i) hold each Permitted Investment (other than those described in clause (ivc) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (A) such investment property at all times shall be credited to a securities account of the Indenture Trustee, (B) all property credited to such securities account shall be treated as a financial asset, (C) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (D) such securities intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other person or entity, (E) such securities intermediary shall not agree with any person or entity other than the Indenture Trustee to comply with entitlement orders originated by any person or entity other than the Indenture Trustee, (F) such securities account and all property credited thereto shall not be subject to any lien, security interest, right of set-off, or encumbrance in favor of such securities intermediary or anyone claiming through such securities intermediary (other than the Indenture Trustee), and (G) such agreement between such securities intermediary and the Indenture Trustee shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than those described in clause (c) of the definition thereof) in the State of New York separate and apart from all other property held by the Indenture Trustee; and (iii) cause each Permitted Investment described in clause (c) of the definition thereof until receipt to be registered in the name of the Indenture Trustee by the issuer thereof; provided, that, other than following an Event of Default and acceleration pursuant to Section 702, no Permitted Investment shall be disposed of prior to its maturity. Notwithstanding any other provision of this Indenture, the Indenture Trustee shall not hold any Permitted Investment through an agent except as expressly permitted by this Section 403(c). Each term used in this Section 403(c) and defined in the New York UCC shall have the meaning set forth in the New York UCC. (d) On each Payment Date, all interest and earnings (net of losses and investment directions expenses) accrued since the preceding Payment Date on funds on deposit in the Collection Account will be treated as Available Interest Amounts and applied pursuant to Section 501 for such Payment Date. Unless otherwise stated in the contrary. Investments related Indenture Supplement, for purposes of determining the availability of funds or the balance in the Accounts for any reason under this Indenture or any Indenture Supplement, investment earnings on such funds shall be invested in Eligible Investments that will mature so that such funds will deemed not to be available for distribution or on the next Distribution Datedeposit. Except as otherwise provided in the applicable Supplement, any earnings with respect Subject to such Eligible Investments shall be paid to, and any losses with respect to such Eligible Investments shall be solely for the account ofSection 801(c), the Certificateholders in proportion to their interest in the invested funds. In the event amounts on deposit in an Account are at any time invested in an Eligible Investment payable on demand, the Securities Intermediary, on behalf of the Indenture Trustee and the Trust, shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Investment would will not constitute an Eligible Investment in respect of funds thereafter on deposit in any Account. None of the Trustee, the Depositor or the Securities Intermediary shall in any way be held liable by reason of any insufficiency in any Account such Accounts resulting from any loss on any Eligible Permitted Investment made 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, in accordance with this Trust Agreementtheir terms. (e) Funds on deposit in the Accounts will be invested and reinvested by the Indenture Trustee to the fullest extent practicable, in such manner as the Indenture Trustee will from time to time determine, but only in one or more Permitted Investments, upon the occurrence of any of the following events: (i) the Issuer will have failed to give investment directions to the Indenture Trustee; or (ii) an Event of Default will have occurred and is continuing but no Notes have been declared due and payable pursuant to Section 702. ARTICLE V

Investment of Funds in the Accounts. (a) The Trustee Master Servicer may direct in writing any depository institution maintaining the Certificate Collection Account or the Reserve Account, if any, for the Series and any other segregated Eligible Account, which Eligible Certificate Account shall be a Securities Account the contents of which are held for the benefit of Certificateholders of such applicable Series (each, an "Account"), to invest the funds held therein at the specific written direction of the Depositor in one or more Eligible Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) if such Permitted Investments are not obligations of the institution maintaining the account from which the funds are required to be withdrawn, no later than the Business Day immediately preceding the earliest date on which such funds may be required to be withdrawn from such account pursuant to this Agreement but in no event later than the Business Day immediately preceding the next Master Servicer Remittance Date or Distribution Date, as applicable, and (ii) if such Permitted Investments are obligations of the institution maintaining the account from which the funds are required to be withdrawn, no later than the earliest date on which such funds may be required to be withdrawn from such account pursuant to this Agreement. All such Permitted Investments shall be held to maturity maturity, unless payable on demand and which funds shall not be reinvested upon the maturity or demand for payment of such Eligible Investmentdemand. If the Depositor Master Servicer, with respect to the Collection Account or the Certificate Account, does not provide any investment directions by 10:00 a.m. on any Business Day, funds held in any Account will be invested in the Eligible Investments specified in clause (iv) of the definition thereof until receipt of investment directions to the contrary. Investments of depository institution with respect to the funds on deposit therein, such funds shall be invested in Eligible the Permitted Investments that will mature so that specified in clause (v) of the definition thereof, which may be administered by an affiliate of such depository institution. Any investment of funds will on deposit in any Account shall be available for distribution on the next Distribution Date. Except as otherwise provided made in the applicable Supplementname of the Trust Administrator (in its capacity as such), as agent for the Trustee, or in the name of a nominee of the Trust Administrator, in each case in trust for the benefit of the Certificateholders. With respect to any earnings Account held by the Trust Administrator, the Trust Administrator shall have sole control (except with respect to investment direction) over each such Eligible Investments shall be paid toinvestment, and any losses certificate or other instrument evidencing any such investment shall be delivered directly to the Trust Administrator or its agent, together with respect any document of transfer necessary to transfer title to such Eligible Investments shall be solely for investment to the account of, the Certificateholders in proportion to their interest in the invested fundsTrust Administrator or its nominee. In the event amounts from funds on deposit in an any Account are at any time invested in an Eligible a Permitted Investment payable on demand, the Securities Intermediary, on behalf of the Trustee and the Trust, Trust Administrator shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon promptly by a determination by Responsible Officer of the Trustee Trust Administrator having actual knowledge that such Eligible Permitted Investment would not constitute an Eligible Investment in respect a Permitted Investment. (b) All net income and net gain realized from investment of funds thereafter on deposit deposited in any Account. None the Collection Account and the Certificate Account shall be for the benefit of the Trustee, the Depositor or the Securities Intermediary Master Servicer and shall in any way be held liable by reason of any insufficiency in any Account resulting from any loss on any Eligible Investment made subject to its withdrawal in accordance with Section 3.11 and Section 4.04(a)(ii) hereof, respectively. (c) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Trustee or the Trust AgreementAdministrator shall take such action as it is directed in writing by the Master Servicer, as appropriate, to take in order to enforce such payment or performance, including the initiation and prosecution of appropriate proceedings; provided, however, that the Trustee and the Trust Administrator shall be indemnified and reimbursed for any related costs, expenses, losses or liabilities as provided in Section 8.05 hereof.

Investment of Funds in the Accounts. The Trustee may direct any depository institution maintaining (a) Funds on deposit in the Certificate Account or Accounts will be invested and reinvested by the Reserve AccountPaying Agent, if anyon behalf of the Indenture Trustee, for the Series and any other segregated Eligible Account, which Eligible Account shall be a Securities Account the contents of which are held for the benefit of Certificateholders of such applicable Series (each, an "Account"), to invest the funds therein at the specific written direction of the Depositor Issuing Entity in one or more Eligible Investments bearing interest or sold at a discountInvestments. The Issuing Entity may authorize the Paying Agent, which shall be held on behalf of the Indenture Trustee, to maturity unless payable on demand and which funds shall not be reinvested upon make specific investments pursuant to written instructions, in such amounts as the maturity or demand for payment of such Eligible InvestmentIssuing Entity will specify. If Notwithstanding the Depositor does not provide any investment directions by 10:00 a.m. on any Business Dayforegoing, funds held by the Paying Agent in any Account will be invested in the Eligible Investments specified in clause (iv) of the definition thereof until receipt of investment directions to the contrary. Investments of such funds shall Accounts will be invested in Eligible Investments that will mature so that in each case no later than the date on which such funds in the Accounts are scheduled to be transferred or distributed by the Indenture Trustee pursuant to this Indenture (or as necessary to provide for timely payment of principal or interest on the applicable Transfer Date). (b) All funds deposited from time to time in the Accounts pursuant to this Indenture and all investments made with such funds will be available for distribution on held by the next Distribution Date. Except as otherwise provided Paying Agent in the applicable SupplementAccounts as part of the Collateral as herein provided, subject to withdrawal by the Indenture Trustee for the purposes set forth herein. (c) Funds and other property in any earnings of the Accounts will not be commingled with respect any other funds or property of the Issuing Entity, the Indenture Trustee or the Paying Agent. The Indenture Trustee shall hold each Eligible Investment that constitutes investment property through a securities intermediary, which securities intermediary shall be the Paying Agent. Each of the Paying Agent and the Indenture Trustee hereby agree that (A) such investment property at all times shall be credited to a securities account of the Paying Agent, (B) all property credited to such Eligible Investments securities account shall be paid totreated as a financial asset, (C) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (D) such securities intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other person or entity, (E) such securities intermediary shall not agree with any person or entity other than the Indenture Trustee to comply with entitlement orders originated by any person or entity other than the Indenture Trustee, (F) such securities account and all property credited thereto shall not be subject to any lien, security interest, right of set-off, or encumbrance in favor of such securities intermediary or anyone claiming through such securities intermediary (other than the Indenture Trustee), and any losses with respect to (G) such Eligible Investments arrangement between such securities intermediary and the Indenture Trustee shall be solely for governed by the account oflaws of the State of New York. The Paying Agent shall maintain possession of each other Eligible Investment not described in the preceding sentence above in the State of New York separate and apart from all other property held by the Paying Agent. Notwithstanding any other provision of this Indenture, neither the Indenture Trustee nor the Paying Agent shall hold any Eligible Investment through an agent except as expressly permitted by this Section 4.03(c). Each term used in this Section 4.03(c) and defined in the New York UCC shall have the meaning set forth in the New York UCC. (d) On each Transfer Date, the Certificateholders in proportion to their Indenture Trustee will treat all interest in and earnings (net of losses and investment expenses) received since the invested funds. In the event amounts preceding Transfer Date on funds on deposit in an the Collections Account are at any time invested in an Eligible Investment payable on demand, the Securities Intermediary, on behalf of the Trustee and the TrustExcess Funding Account as Investment Income. Unless otherwise stated in the related Indenture Supplement, shall: (i) consistent with for purposes of determining the availability of funds or the balance in the Supplemental Accounts for any notice required reason under this Indenture or any Indenture Supplement, investment earnings on such funds shall be deemed not to be given thereunderavailable or on deposit. Subject to Section 8.01(d), demand that payment thereon be made on neither the last day such Eligible Investment may otherwise mature hereunder in an amount equal to Indenture Trustee nor the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Investment would not constitute an Eligible Investment in respect of funds thereafter on deposit in any Account. None of the Trustee, the Depositor or the Securities Intermediary shall Paying Agent will in any way be held liable by reason of any insufficiency in any Account such Accounts resulting from any loss on any Eligible Investment made included therein except for losses attributable to the Indenture Trustee’s or the Paying Agent’s failure to make payments on such Eligible Investments issued by the Indenture Trustee or the Paying Agent, as applicable, in its commercial capacity, in accordance with this Trust Agreementtheir terms. (e) Funds on deposit in the Accounts will be invested and reinvested by the Paying Agent to the fullest extent practicable, in such manner as the Paying Agent will from time to time determine, but only in one or more Eligible Investments, upon the occurrence of any of the following events: (i) the Issuing Entity will have failed to give investment directions to the Indenture Trustee; or (ii) an Event of Default will have occurred and is continuing but no Notes have been declared due and payable pursuant to Section 7.02.

Investment of Funds in the Accounts. (a) The Trustee Servicer may invest funds in its Collection Account and the Master Servicer may direct any depository institution maintaining the Certificate Account or Securities Administrator to invest funds in the Reserve Distribution Account, if anyand the Unaffiliated Seller may direct the Securities Administrator to invest the funds in the Pre-Funding Account, the Pre-Funding Reserve Account and the Capitalized Interest Account (each of such Accounts, for the Series and any other segregated Eligible Account, which Eligible Account shall be a Securities Account the contents purposes of which are held for the benefit of Certificateholders of such applicable Series (eachthis Section 3.12, an "Investment Account"), to invest the funds therein at the specific written direction of the Depositor in one or more Eligible Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand no later than the second Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement. All such investment directions shall be in writing and if the Securities Administrator does not receive such written instructions the Securities Administrator shall invest such amounts in the Wells Fargo Advantage Prime Money Market Fund. All such Permitted Invesxxxxxs shall be held to maturity maturity, unless payable on demand and which demand. Any investment of funds in an Investment Account (other than the Collection Account) shall not be reinvested upon made in the maturity or demand for payment name of such Eligible Investmentthe Securities Administrator. If the Depositor does not provide any The Securities Administrator shall be entitled to sole possession (except with respect to investment directions by 10:00 a.m. on any Business Day, direction of funds held in the related Account and any Account will income and gain realized thereon) over each such investment, and any certificate or other instrument evidencing any such investment shall be invested delivered directly to the Securities Administrator or its agent, together with any document of transfer necessary to transfer title to such investment to the Securities Administrator. Any investment of funds in the Eligible Investments specified Collection Account shall be made in clause (iv) the name of the definition thereof until receipt of investment directions to the contraryServicer. Investments of such funds The Servicer shall be invested in Eligible Investments that will mature so that such funds will be available for distribution on the next Distribution Date. Except as otherwise provided in the applicable Supplement, any earnings entitled to sole possession (except with respect to investment direction of funds held in the related Account and any income and gain realized thereon) over each such Eligible Investments shall be paid toinvestment, and any losses certificate or other instrument evidencing any such investment shall be delivered directly to the Servicer or its agent, together with respect any document of transfer necessary to transfer title to such Eligible Investments shall be solely for investment to the account of, the Certificateholders in proportion to their interest in the invested fundsServicer. In the event amounts on deposit in an Investment Account are at any time invested in an Eligible a Permitted Investment payable on demand, the Securities Intermediary, on behalf of the Trustee and the Trust, shallAdministrator may: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Permitted Investment would not constitute an Eligible a Permitted Investment in respect of funds thereafter on deposit in any the Investment Account. None . (i) All income and gain realized from the investment of funds deposited in the Collection Account shall be for the benefit of the TrusteeServicer and shall be subject to its withdrawal in the manner set forth in Section 3.11. The Servicer shall deposit in the Collection Account the amount of any loss of principal incurred in respect of any such Permitted Investment directed by the Servicer made with funds in such accounts immediately upon realization of such loss, and (ii) all income and gain realized from the investment of funds deposited in the Pre-Funding Account, the Depositor Pre-Funding Reserve Account and the Capitalized Interest Account held by or on behalf of the Unaffiliated Seller shall be retained in such Investment Account, subject to withdrawal as provided in Section 4.02. Whether in regard to the Pre-Funding Account or the Securities Intermediary Capitalized Interest Account, the Unaffiliated Seller shall deposit in the Pre-Funding Account or the Capitalized Interest Account, as applicable, the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such accounts immediately upon realization of such loss. (c) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any way other performance required under any Permitted Investment, the Securities Administrator shall take such action as may be held appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. The Securities Administrator shall not be liable by reason for the amount of any insufficiency loss incurred in respect of any investment or lack of investment of funds held in any Investment Account resulting from any loss on any Eligible Investment or the Distribution Account if made in accordance with this Trust Section 3.12. (d) The Securities Administrator and Master Servicer or any of their Affiliates shall be permitted to receive additional compensation that could be deemed to be in the Securities Administrator's or Master Servicer's economic self interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to this Agreement.

Investment of Funds in the Accounts. The (a) Funds on deposit in the Accounts will be invested and reinvested by the Indenture Trustee may direct any depository institution maintaining the Certificate Account or the Reserve Account, if any, for the Series and any other segregated Eligible Account, which Eligible Account shall be a Securities Account the contents of which are held for the benefit of Certificateholders of such applicable Series (each, an "Account"), to invest the funds therein at the specific written direction of the Depositor Issuer in one or more Eligible Investments bearing interest Permitted Investments. The Issuer may authorize the Indenture Trustee to make specific investments pursuant to written, electronic, telegraphic or sold at a discounttelephonic (subsequently confirmed in writing) instructions, which shall be held to maturity unless payable on demand and which funds shall not be reinvested upon in such amounts as the maturity or demand for payment of such Eligible InvestmentIssuer will specify. If Notwithstanding the Depositor does not provide any investment directions by 10:00 a.m. on any Business Dayforegoing, funds held by the Indenture Trustee in any Account of the Accounts will be invested in Permitted Investments that will mature in each case no later than the Eligible Investments specified date on which such funds in the Accounts are scheduled to be transferred or distributed by the Indenture Trustee pursuant to this Indenture (or as necessary to provide for timely payment of principal or interest on the applicable Principal Payment Date or Scheduled Interest Payment Date). (b) All funds deposited from time to time in the Accounts pursuant to this Indenture and all investments made with such funds will be held by the Indenture Trustee in the Accounts as part of the Collateral as herein provided, subject to withdrawal by the Indenture Trustee for the purposes set forth herein. (c) Funds and other property in any of the Accounts will not be commingled with any other funds or property of the Issuer. The Indenture Trustee shall (i) hold each Permitted Investment (other than those described in clause (ivc) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (A) such investment property at all times shall be credited to a securities account of the Indenture Trustee, (B) all property credited to such securities account shall be treated as a financial asset, (C) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (D) such securities intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other person or entity, (E) such securities intermediary shall not agree with any person or entity other than the Indenture Trustee to comply with entitlement orders originated by any person or entity other than the Indenture Trustee, (F) such securities account and all property credited thereto shall not be subject to any lien, security interest, right of set-off, or encumbrance in favor of such securities intermediary or anyone claiming through such securities intermediary (other than the Indenture Trustee), and (G) such agreement between such securities intermediary and the Indenture Trustee shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than those described in clause (c) of the definition thereof) in the State of New York; and (iii) cause each Permitted Investment described in clause (c) of the definition thereof until receipt to be registered in the name of the Indenture Trustee by the issuer thereof. Each term used in this Section 403(c) and defined in the UCC -------------- shall have the meaning set forth in the UCC. (d) On each Transfer Date, all interest and earnings (net of losses and investment directions expenses) accrued since the preceding Transfer Date on funds on deposit in the Collection Account will be treated as Available Funds and applied pursuant to Section 501 for such Transfer Date. For purposes of determining the contrary. Investments availability of funds or the balance in the Collection Account for any reason under this Indenture investment earnings on such funds shall be invested in Eligible Investments that will mature so that such funds will deemed not to be available for distribution or on the next Distribution Datedeposit. Except as otherwise provided in the applicable Supplement, any earnings with respect Subject to such Eligible Investments shall be paid to, and any losses with respect to such Eligible Investments shall be solely for the account ofSection 801(c), the Certificateholders in proportion to their interest in the invested funds. In the event amounts on deposit in an Account are at any time invested in an Eligible Investment payable on demand, the Securities Intermediary, on behalf of the Indenture Trustee and the Trust, shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Investment would will not constitute an Eligible Investment in respect of funds thereafter on deposit in any Account. None of the Trustee, the Depositor or the Securities Intermediary shall in any way -------------- be held liable by reason of any insufficiency in any Account such Accounts resulting from any loss on any Eligible Permitted Investment made 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, in accordance with this Trust Agreementtheir terms. (e) Funds on deposit in the Accounts will be invested and reinvested by the Indenture Trustee to the fullest extent practicable, in such manner as the Indenture Trustee will from time to time determine, but only in one or more Permitted Investments, upon the occurrence of any of the following events: (i) the Issuer will have failed to give investment directions to the Indenture Trustee; or (ii) an Event of Default will have occurred and is continuing but no Notes have been declared due and payable pursuant to Section 702. ----------- [END OF ARTICLE IV]

Investment of Funds in the Accounts. The (a) Each Master Servicer may direct (pursuant to a standing order or otherwise) any depository institution (including the Trustee) maintaining a Collection Account, any A/B Loan Pair Custodial Account or any Servicing Account or Reserve Account held by it, and each Special Servicer may direct (pursuant to a standing order or otherwise) any depository institution (including the Trustee) maintaining an REO Account, and the Trustee may direct (pursuant to a standing order or otherwise) any depository institution maintaining the Certificate Distribution Account, the Interest Reserve Account or the Reserve Account, if anyExcess Liquidation Proceeds Account (each such account, for the Series and any other segregated Eligible Account, which Eligible Account shall be a Securities Account the contents purposes of which are held for the benefit of Certificateholders of such applicable Series (eachthis Section 3.06, an "Investment Account"), to invest, or if any of the Master Servicers, the Special Servicers or the Trustee is such depository institution, such Master Servicer, such Special Servicer or the Trustee may invest itself, the funds held therein at the specific written direction of the Depositor in (but only in) one or more Eligible Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, no later than the Business Day immediately preceding the next succeeding date on which such funds are required to be withdrawn from such account pursuant to this Agreement or the related Mortgage Loan Documents, as applicable, or with respect to Permitted Investments of funds held in the Distribution Account, no later than 12:00 p.m. on the next succeeding Distribution Date; provided that any such investment of funds in any Servicing Account or Reserve Account shall be subject to applicable law and the terms of the related Mortgage Loan Documents; and provided, further, that the funds in any Investment Account shall remain uninvested unless and until the applicable Master Servicer, the applicable Special Servicer or the Trustee, as applicable, gives timely investment instructions with respect thereto pursuant to this Section 3.06. All such Permitted Investments shall be held to maturity maturity, unless payable on demand and which demand. Any investment of funds in an Investment Account shall not be reinvested upon the maturity or demand for payment of such Eligible Investment. If the Depositor does not provide any investment directions by 10:00 a.m. on any Business Day, funds held in any Account will be invested made in the Eligible name of the Trustee (in its capacity as such). Each Master Servicer (with respect to Permitted Investments specified of amounts in clause its Collection Account, any A/B Custodial Account or any Servicing Account or Reserve Account maintained by it) and each Special Servicer (ivwith respect to Permitted Investments of amounts in its REO Account), acting on behalf of the Trustee, shall (and Trustee hereby designates the applicable Master Servicer or Special Servicer, as the case may be, as the Person that shall), and the Trustee (with respect to Permitted Investments of amounts in the Distribution Account, the Interest Reserve Account or the Excess Liquidation Proceeds Account), acting on behalf of itself, shall (i) be the "entitlement holder" of any Permitted Investment that is a "security entitlement" and (ii) maintain "control" of any Permitted Investment that is either a "certificated security" or an "uncertificated security". For purposes of this Section 3.06(a), the terms " entitlement holder", "security entitlement", "control", "certificated security" and "uncertificated security" shall have the meanings given such terms in Revised Article 8 (1994 Revision) of the definition thereof until receipt of investment directions to the contrary. Investments of such funds shall be invested in Eligible Investments that will mature so that such funds will be available for distribution on the next Distribution Date. Except as otherwise provided in the applicable Supplement, any earnings with respect to such Eligible Investments shall be paid toUCC, and "control" of any losses with respect to such Eligible Investments Permitted Investment by a Master Servicer, a Special Servicer or the Trustee shall be solely for the account constitute "control" by a Person designated by, and acting on behalf of, the Certificateholders in proportion to their interest in Trustee for purposes of Revised Article 8 (1994 Revision) of the invested fundsUCC. In the event If amounts on deposit in an Investment Account are at any time invested in an Eligible a Permitted Investment payable on demand, the Securities Intermediaryparty hereunder that maintains such account (whether it is a Master Servicer, on behalf of the Trustee and the Trusta Special Servicer or Trustee), shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Investment would not constitute an Eligible Investment in respect of funds thereafter on deposit in any Account. None of the Trustee, the Depositor or the Securities Intermediary shall in any way be held liable by reason of any insufficiency in any Account resulting from any loss on any Eligible Investment made in accordance with this Trust Agreement.

Investment of Funds in the Accounts. (a) The Trustee Servicer may direct in writing any depository institution maintaining the Collection Account, Certificate Account, Distribution Account, Pre-Funding Account or the Reserve Account, if any, for the Series and any other segregated Eligible Account, which Eligible Capitalized Interest Account shall be a Securities Account the contents of which are held for the benefit of Certificateholders of such applicable Series (each, an "Account"), to invest the funds held therein at the specific written direction of the Depositor in one or more Eligible Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) if such Permitted Investments are not obligations of the institution maintaining the account from which the funds are required to be withdrawn, no later than the Business Day immediately preceding the earliest date on which such funds may be required to be withdrawn from such account pursuant to this Agreement but in no event later than the Business Day immediately preceding the next Distribution Date, and (ii) if such Permitted Investments are obligations of the institution maintaining the account from which the funds are required to be withdrawn, no later than the earliest date on which such funds may be required to be withdrawn from such account pursuant to this Agreement or, in the case of the Pre-Funding Account and the Capitalized Interest Account, the date on which the Seller so designates, but in no event later than the next Distribution Date. All such Permitted Investments shall be held to maturity maturity, unless payable on demand and which funds shall not be reinvested upon the maturity or demand for payment of such Eligible Investmentdemand. If the Depositor Servicer, with respect to the Collection Account, Certificate Account, Distribution Account, Pre-Funding Account or Capitalized Interest Account, does not provide any investment directions by 10:00 a.m. on any Business Day, funds held in any Account will be invested in the Eligible Investments specified in clause (iv) of the definition thereof until receipt of investment directions to the contrary. Investments of depository institution with respect to the funds on deposit therein, such funds shall be invested in Eligible the Permitted Investments that will mature so that specified in clause (v) of the definition thereof, which may be administered by an affiliate of such depository institution. Any investment of funds will on deposit in any Account shall be available for distribution on the next Distribution Date. Except as otherwise provided made in the applicable Supplementname of the Trustee, in trust for the benefit of the Certificateholders. With respect to any earnings Account held by the Trustee, the Trustee shall have sole control (except with respect to investment direction) over each such Eligible Investments shall be paid toinvestment, and any losses certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its agent, together with respect any document of transfer necessary to transfer title to such Eligible Investments shall be solely for investment to the account of, the Certificateholders in proportion to their interest in the invested fundsTrustee or its nominee. In the event amounts from funds on deposit in an any Account are at any time invested in an Eligible a Permitted Investment payable on demand, the Securities Intermediary, on behalf of the Trustee and the Trust, shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Investment would not constitute an Eligible Investment in respect of funds thereafter on deposit in any Account. None of the Trustee, the Depositor or the Securities Intermediary shall in any way be held liable by reason of any insufficiency in any Account resulting from any loss on any Eligible Investment made in accordance with this Trust Agreement.

Investment of Funds in the Accounts. The Trustee may direct any depository institution maintaining (a) Funds on deposit in the Certificate Account or the Reserve Account, if any, for the Series and any other segregated Eligible Account, which Eligible Account Accounts shall be a Securities Account invested and reinvested by the contents of which are held for the benefit of Certificateholders of such applicable Series (each, an "Account"), to invest the funds therein Indenture Trustee at the specific written direction of the Depositor Issuer in one or more Eligible Permitted Investments. The Issuer may authorize the Indenture Trustee to make specific investments pursuant to written instructions, in such amounts as the Issuer shall specify. Notwithstanding the foregoing, funds held by the Indenture Trustee in any of the Accounts shall be invested in Permitted Investments bearing that shall mature in each case no later than the date on which such funds in the Accounts are scheduled to be transferred or distributed by the Indenture Trustee pursuant to this Indenture (or as necessary to provide for timely payment of principal or interest on the applicable Principal Payment Date or sold at a discount, which Interest Payment Date). (b) All funds deposited from time to time in the Accounts pursuant to this Indenture and all investments made with such funds shall be held by the Indenture Trustee in the Accounts as part of the Collateral as herein provided, subject to maturity unless payable on demand withdrawal by the Indenture Trustee for the purposes set forth herein. (c) Funds and which funds other property in any of the Accounts shall not be reinvested upon commingled with any other funds or property of the maturity Issuer or demand for payment of such Eligible Investmentthe Indenture Trustee. If the Depositor does not provide any investment directions by 10:00 a.m. on any Business Day, funds held in any Account will be invested in the Eligible Investments specified The Indenture Trustee shall: (i) hold each Permitted Investment (other than those described in clause (ivc) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (A) such investment property at all times shall be credited to a securities account of the Indenture Trustee, (B) all property credited to such securities account shall be treated as a financial asset, (C) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (D) such securities intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other person or entity, (E) such securities intermediary shall not agree with any person or entity other than the Indenture Trustee to comply with entitlement orders originated by any person or entity other than the Indenture Trustee, (F) such securities account and all property credited thereto shall not be subject to any lien, security interest, right of set-off, or encumbrance in favor of such securities intermediary or anyone claiming through such securities intermediary (other than the Indenture Trustee), and (G) such agreement between such securities intermediary and the Indenture Trustee shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than those described in clause (c) of the definition thereof) in the State of New York separate and apart from all other property held by the Indenture Trustee; and (iii) cause each Permitted Investment described in clause (c) of the definition thereof until receipt to be registered in the name of the Indenture Trustee by the issuer thereof; provided, that, other than following an Event of Default and acceleration pursuant to Section 7.02, no Permitted Investment shall be disposed of prior to its 41 maturity. Notwithstanding any other provision of this Indenture, the Indenture Trustee shall not hold any Permitted Investment through an agent except as expressly permitted by this Section 4.03(c). Each term used in this Section 4.03(c) and defined in the New York UCC shall have the meaning set forth in the New York UCC. (d) On each Transfer Date, all interest and earnings (net of losses and investment directions expenses) accrued since the preceding Transfer Date on funds on deposit in the Collection Account and the Excess Funding Account shall be treated as Available Interest Amounts and applied pursuant to Section 5.01 for such Transfer Date. Unless otherwise stated in the contrary. Investments related Indenture Supplement, for purposes of determining the availability of funds or the balance in the Accounts for any reason under this Indenture or any Indenture Supplement, investment earnings on such funds shall be invested in Eligible Investments that will mature so that such funds will deemed not to be available for distribution or on the next Distribution Datedeposit. Except as otherwise provided in the applicable Supplement, any earnings with respect Subject to such Eligible Investments shall be paid to, and any losses with respect to such Eligible Investments shall be solely for the account ofSection 8.01(c), the Certificateholders in proportion to their interest in the invested funds. In the event amounts on deposit in an Account are at any time invested in an Eligible Investment payable on demand, the Securities Intermediary, on behalf of the Indenture Trustee and the Trust, shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Investment would shall not constitute an Eligible Investment in respect of funds thereafter on deposit in any Account. None of the Trustee, the Depositor or the Securities Intermediary shall in any way be held liable by reason of any insufficiency in any Account such Accounts resulting from any loss on any Eligible Permitted Investment made 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, in accordance with this Trust Agreementtheir terms. (e) Funds on deposit in the Accounts shall be invested and reinvested by the Indenture Trustee to the fullest extent practicable, in such manner as the Indenture Trustee shall from time to time determine, but only in one or more Permitted Investments, upon the occurrence of any of the following events: (i) the Issuer shall have failed to give investment directions to the Indenture Trustee; or (ii) an Event of Default shall have occurred and is continuing but no Notes have been declared due and payable pursuant to Section 7.02. ARTICLE V ALLOCATIONS, DEPOSITS AND PAYMENTS

Investment of Funds in the Accounts. The (a) Funds on deposit in the Accounts will be invested and reinvested by the Trustee may direct any depository institution maintaining the Certificate Account or the Reserve Account, if any, for the Series and any other segregated Eligible Account, which Eligible Account shall be a Securities Account the contents of which are held for the benefit of Certificateholders of such applicable Series (each, an "Account"), to invest the funds therein at the specific written direction of the Depositor Issuer in one or more Eligible Investments bearing interest Investments. The Issuer may authorize the Trustee to make specific investments pursuant to written, telegraphic or sold at a discounttelephonic (subsequently confirmed in writing) instructions, which shall be held to maturity unless payable on demand and which funds shall not be reinvested upon in such amounts as the maturity or demand for payment of such Eligible InvestmentIssuer will specify. If Notwithstanding the Depositor does not provide any investment directions by 10:00 a.m. on any Business Dayforegoing, funds held by the Trustee in any Account will be invested in the Eligible Investments specified in clause (iv) of the definition thereof until receipt of investment directions to the contrary. Investments of such funds shall Accounts will be invested in Eligible Investments that will mature so that in each case no later than the date on which such funds in the Accounts are scheduled to be transferred or distributed by the Trustee pursuant to this Indenture (or as much earlier as necessary to provide for timely payment of principal or interest on the applicable Principal Payment Date or Interest Payment Date). (b) All funds deposited from time to time in the Accounts pursuant to this Indenture and all investments made with such funds will be available for distribution on held by the next Distribution Date. Except as otherwise provided Trustee in the applicable SupplementAccounts as part of the Collateral as herein provided, any earnings with respect subject to such Eligible Investments shall be paid to, and any losses with respect to such Eligible Investments shall be solely withdrawal by the Trustee for the account ofpurposes set forth herein. The Issuer will not direct the Trustee to make any investment of any funds or to sell any investment held in the Accounts unless the security interest granted and perfected in such 50 Accounts will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by the Issuer or the Trustee. (c) Funds and other property in any of the Accounts will not be commingled with any other funds or property of the Issuer. Notwithstanding the foregoing, the Certificateholders Trustee may hold any funds or other property received or held by it as part of the Accounts in proportion to their interest collecting accounts maintained by it in the invested funds. In normal course of its business and containing funds held by it for other Persons (which may include the event amounts on deposit in Issuer or an Account Affiliate thereof), provided that such accounts are at any time invested in an Eligible Investment payable on demand, under the Securities Intermediary, on behalf sole control of the Trustee and the Trust, shallTrustee maintains adequate records indicating the ownership of all such funds or property and the portions thereof held for credit to the applicable Accounts. (d) The Issuer will not direct the Trustee to make any investment of any funds in any of the Accounts or to sell any investment held in such Accounts except under the following terms and conditions: (i) consistent with any notice required to be given thereunder, demand that payment thereon each such investment will be made on in the last day such Eligible Investment may otherwise mature hereunder name of the Trustee (in its capacity as such) or in the name of a nominee of the Trustee under its complete and exclusive dominion and control (or, if, as indicated by an amount equal Opinion of Counsel delivered to the lesser Trustee, applicable law provides for perfection of pledges of an instrument 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); (1) all amounts then payable thereunder and (2ii) the amount required Trustee will have sole control over such investment, the income thereon and the proceeds thereof; (iii) other than the investments described in clause (i), any certificate or other instrument evidencing such investment will be delivered directly to be withdrawn on such datethe Trustee or its agent; and (iiiv) demand same day payment the proceeds of all amounts due thereunder upon a determination each sale of such an investment will be remitted by the purchaser thereof directly to the Trustee that for deposit in the Account in which such Eligible Investment would not constitute an Eligible Investment in respect investment was held. (e) All income or other gain from investments of funds thereafter on deposit in any the Accounts (other than the Principal Funding Account) will be treated as Finance Charge Collections pursuant to Section 501(2). Any loss resulting from such investments will be charged to the sub-Accounts pro rata based on the amount on deposit in such sub-Account. None of the TrusteeThe Issuer may use weighted averaging or any other reasonable method for allocating losses among such sub-Accounts. Subject to Section 801(c), the Depositor or the Securities Intermediary shall Trustee will not in any way be held liable by reason of any insufficiency in any Account such sub-Accounts resulting from any loss on any Eligible Investment made included therein except for losses attributable to the Trustee's failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with this Trust Agreementtheir terms. (f) All income or other gain from investments of funds on deposit in the Principal Funding Account will be applied as set forth in Section 506. (g) Funds on deposit in the Accounts will be invested and reinvested by the Trustee to the fullest extent practicable, in such manner as the Trustee will from time to time determine, but only in one or more Eligible Investments, upon the occurrence of any of the following events: (i) the Issuer will have failed to give investment directions to the Trustee; or (ii) an Event of Default will have occurred and is continuing but no Notes have been declared due and payable pursuant to Section 702. (a) With respect to any Due Period, if the Issuer determines that the amount on deposit in any Interest Funding sub-Account (after giving effect to all deposits and withdrawals to be made with respect to such Due Period) is greater than the amount targeted to be on deposit in such Interest Funding sub-Account with respect to such Due Period (subject to Section 507(e)), such excess will be withdrawn from such sub-Account and treated as Finance Charge Collections pursuant to Section 501(2). (b) With respect to any Due Period, if the Issuer determines that the amount on deposit in any Principal Funding sub-Account (after giving effect to all deposits and withdrawals to be made with respect to that Due Period) is greater than the Outstanding Dollar Principal Amount of a tranche of Notes less the Nominal Liquidation Amount Deficit of that tranche, that excess will be treated as Finance Charge Collections pursuant to Section 501(2).

Investment of Funds in the Accounts. (a) The Trustee Servicer may invest funds in its Collection Account and the Master Servicer may direct any depository institution maintaining the Certificate Account or Securities Administrator to invest funds in the Reserve Distribution Account, if anyand the Unaffiliated Seller may direct the Securities Administrator to invest the funds in the Pre-Funding Account, the Pre-Funding Reserve Account and the Capitalized Interest Account (each of such Accounts, for the Series and any other segregated Eligible Account, which Eligible Account shall be a Securities Account the contents purposes of which are held for the benefit of Certificateholders of such applicable Series (eachthis Section 3.12, an "Investment Account"), to invest the funds therein at the specific written direction of the Depositor in one or more Eligible Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on 101 demand no later than the second Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement. All such investment directions shall be in writing and if the Securities Administrator does not receive such written instructions the Securities Administrator shall invest such amounts in the Xxxxx Fargo Advantage Prime Money Market Fund. All such Permitted Investments shall be held to maturity maturity, unless payable on demand and which demand. Any investment of funds in an Investment Account (other than the Collection Account) shall not be reinvested upon made in the maturity or demand for payment name of such Eligible Investmentthe Securities Administrator. If the Depositor does not provide any The Securities Administrator shall be entitled to sole possession (except with respect to investment directions by 10:00 a.m. on any Business Day, direction of funds held in the related Account and any Account will income and gain realized thereon) over each such investment, and any certificate or other instrument evidencing any such investment shall be invested delivered directly to the Securities Administrator or its agent, together with any document of transfer necessary to transfer title to such investment to the Securities Administrator. Any investment of funds in the Eligible Investments specified Collection Account shall be made in clause (iv) the name of the definition thereof until receipt of investment directions to the contraryServicer. Investments of such funds The Servicer shall be invested in Eligible Investments that will mature so that such funds will be available for distribution on the next Distribution Date. Except as otherwise provided in the applicable Supplement, any earnings entitled to sole possession (except with respect to investment direction of funds held in the related Account and any income and gain realized thereon) over each such Eligible Investments shall be paid toinvestment, and any losses certificate or other instrument evidencing any such investment shall be delivered directly to the Servicer or its agent, together with respect any document of transfer necessary to transfer title to such Eligible Investments shall be solely for investment to the account of, the Certificateholders in proportion to their interest in the invested fundsServicer. In the event amounts on deposit in an Investment Account are at any time invested in an Eligible a Permitted Investment payable on demand, the Securities Intermediary, on behalf of the Trustee and the Trust, shallAdministrator may: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Permitted Investment would not constitute an Eligible a Permitted Investment in respect of funds thereafter on deposit in any the Investment Account. None . (i) All income and gain realized from the investment of funds deposited in the Collection Account shall be for the benefit of the TrusteeServicer and shall be subject to its withdrawal in the manner set forth in Section 3.11. The Servicer shall deposit in the Collection Account the amount of any loss of principal incurred in respect of any such Permitted Investment directed by the Servicer made with funds in such accounts immediately upon realization of such loss. (ii) All income and gain realized from the investment of funds deposited in the Pre-Funding Account, the Depositor Pre-Funding Reserve Account and the Capitalized Interest Account held by or on behalf of the Unaffiliated Seller shall be retained in such Investment Account, subject to withdrawal as provided in Section 4.02. Whether in regard to the Pre-Funding Account or the Capitalized Interest Account, the Unaffiliated Seller shall deposit in the Pre-Funding Account or the Capitalized Interest Account, as applicable, the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such accounts immediately upon realization of such loss. (c) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in 102 any other performance required under any Permitted Investment, the Securities Intermediary Administrator shall take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. The Securities Administrator shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in any way be held liable by reason of any insufficiency in any Investment Account resulting from any loss on any Eligible Investment or the Distribution Account if made in accordance with this Trust Section 3.12. (d) The Securities Administrator and Master Servicer or any of their Affiliates shall be permitted to receive additional compensation that could be deemed to be in the Securities Administrator's or Master Servicer's economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to this Agreement.

Investment of Funds in the Accounts. The Trustee may direct any depository institution maintaining (a) Funds on deposit in the Certificate Account or Accounts will be invested and reinvested by the Reserve AccountPaying Agent, if anyon behalf of the Indenture Trustee, for the Series and any other segregated Eligible Account, which Eligible Account shall be a Securities Account the contents of which are held for the benefit of Certificateholders of such applicable Series (each, an "Account"), to invest the funds therein at the specific written direction of the Depositor Issuer in one or more Eligible Investments bearing interest or sold at a discountInvestments. The Issuer may authorize the Paying Agent, which shall be held on behalf of the Indenture Trustee, to maturity unless payable on demand and which funds shall not be reinvested upon make specific investments pursuant to written instructions, in such amounts as the maturity or demand for payment of such Eligible InvestmentIssuer will specify. If Notwithstanding the Depositor does not provide any investment directions by 10:00 a.m. on any Business Dayforegoing, funds held by the Paying Agent in any Account will be invested in the Eligible Investments specified in clause (iv) of the definition thereof until receipt of investment directions to the contrary. Investments of such funds shall Accounts will be invested in Eligible Investments that will mature so that in each case no later than the date on which such funds in the Accounts are scheduled to be transferred or distributed by the Indenture Trustee pursuant to this Indenture (or as necessary to provide for timely payment of principal or interest on the applicable Transfer Date). (b) All funds deposited from time to time in the Accounts pursuant to this Indenture and all investments made with such funds will be available for distribution on held by the next Distribution Date. Except as otherwise provided Paying Agent in the applicable SupplementAccounts as part of the Collateral as herein provided, subject to withdrawal by the Indenture Trustee for the purposes set forth herein. (c) Funds and other property in any earnings of the Accounts will not be commingled with respect any other funds or property of the Issuer, the Indenture Trustee or the Paying Agent. The Indenture Trustee shall hold each Eligible Investment that constitutes investment property through a securities intermediary, which securities intermediary shall be the Paying Agent. Each of the Paying Agent and the Indenture Trustee hereby agree that (A) such investment property at all times shall be credited to a securities account of the Paying Agent, (B) all property credited to such Eligible Investments securities account shall be paid totreated as a financial asset, (C) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (D) such securities intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other person or entity, (E) such securities intermediary shall not agree with any person or entity other than the Indenture Trustee to comply with entitlement orders originated by any person or entity other than the Indenture Trustee, (F) such securities account and all property credited thereto shall not be subject to any lien, security interest, right of set-off, or encumbrance in favor of such securities intermediary or anyone claiming through such securities intermediary (other than the Indenture Trustee), and any losses with respect to (G) such Eligible Investments arrangement between such securities intermediary and the Indenture Trustee shall be solely for governed by the account oflaws of the State of New York. The Paying Agent shall maintain possession of each other Eligible Investment not described in clause (i) above in the State of New York separate and apart from all other property held by the Paying Agent. Notwithstanding any other provision of this Indenture, neither the Indenture Trustee nor the Paying Agent shall hold any Eligible Investment through an agent except as expressly permitted by this Section 4.03(c). Each term used in this Section 4.03(c) and defined in the New York UCC shall have the meaning set forth in the New York UCC. (d) On each Transfer Date, the Certificateholders in proportion to their Indenture Trustee will treat all interest in and earnings (net of losses and investment expenses) received since the invested funds. In the event amounts preceding Transfer Date on funds on deposit in an the Deposit Account are at as Noteholder Available Interest Amounts. Unless otherwise stated in the related Indenture Supplement, for purposes of determining the availability of funds or the balance in the Supplemental Accounts for any time invested in an Eligible Investment payable reason under this Indenture or any Indenture Supplement, investment earnings on demand, the Securities Intermediary, on behalf of the Trustee and the Trust, shall: (i) consistent with any notice required such funds shall be deemed not to be given thereunderavailable or on deposit. Subject to Section 8.01(c), demand that payment thereon be made on neither the last day such Eligible Investment may otherwise mature hereunder in an amount equal to Indenture Trustee nor the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Investment would not constitute an Eligible Investment in respect of funds thereafter on deposit in any Account. None of the Trustee, the Depositor or the Securities Intermediary shall Paying Agent will in any way be held liable by reason of any insufficiency in any Account such Accounts resulting from any loss on any Eligible Investment made included therein except for losses attributable to the Indenture Trustee’s or the Paying Agent’s failure to make payments on such Eligible Investments issued by the Indenture Trustee or the Paying Agent, as applicable, in its commercial capacity, in accordance with this Trust Agreementtheir terms. (e) Funds on deposit in the Accounts will be invested and reinvested by the Paying Agent to the fullest extent practicable, in such manner as the Paying Agent will from time to time determine, but only in one or more Eligible Investments, upon the occurrence of any of the following events: (i) the Issuer will have failed to give investment directions to the Indenture Trustee; or (ii) an Event of Default will have occurred and is continuing but no Notes have been declared due and payable pursuant to Section 7.02.

Investment of Funds in the Accounts. The (a) Funds on deposit in the Accounts will be invested and reinvested by the Indenture Trustee may direct any depository institution maintaining the Certificate Account or the Reserve Account, if any, for the Series and any other segregated Eligible Account, which Eligible Account shall be a Securities Account the contents of which are held for the benefit of Certificateholders of such applicable Series (each, an "Account"), to invest the funds therein at the specific written direction of the Depositor Issuer in one or more Eligible Investments bearing interest or sold at a discountInvestments. The Issuer may authorize the Indenture Trustee to make specific investments pursuant to written instructions, which shall be held to maturity unless payable on demand and which funds shall not be reinvested upon in such amounts as the maturity or demand for payment of such Eligible InvestmentIssuer will specify. If Notwithstanding the Depositor does not provide any investment directions by 10:00 a.m. on any Business Dayforegoing, funds held by the Indenture Trustee in any Account will be invested in the Eligible Investments specified in clause (iv) of the definition thereof until receipt of investment directions to the contrary. Investments of such funds shall Accounts will be invested in Eligible Investments that will mature so that in each case no later than the date on which such funds in the Accounts are scheduled to be transferred or distributed by the Indenture Trustee pursuant to this Indenture (or as necessary to provide for timely payment of principal or interest on the applicable Transfer Date). (b) All funds deposited from time to time in the Accounts pursuant to this Indenture and all investments made with such funds will be available for distribution on held by the next Distribution Date. Except as otherwise provided Indenture Trustee in the applicable SupplementAccounts as part of the Collateral as herein provided, subject to withdrawal by the Indenture Trustee for the purposes set forth herein. (c) Funds and other property in any earnings of the Accounts will not be commingled with respect any other funds or property of the Issuer or the Indenture Trustee. The Indenture Trustee shall: (i) hold each Eligible Investment that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (A) such investment property at all times shall be credited to a securities account of the Indenture Trustee, (B) all property credited to such Eligible Investments securities account shall be paid totreated as a financial asset, (C) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (D) such securities intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other person or entity, (E) such securities intermediary shall not agree with any person or entity other than the Indenture Trustee to comply with entitlement orders originated by any person or entity other than the Indenture Trustee, (F) such securities account and all property credited thereto shall not be subject to any lien, security interest, right of set-off, or encumbrance in favor of such securities intermediary or anyone claiming through such securities intermediary (other than the Indenture Trustee), and any losses with respect to (G) such Eligible Investments agreement between such securities intermediary and the Indenture Trustee shall be solely for governed by the account oflaws of the State of New York; and (ii) maintain possession of each other Eligible Investment not described in clause (i) above in the State of New York separate and apart from all other property held by the Indenture Trustee; provided, that, other than following an Event of Default and acceleration pursuant to SECTION 7.02, no Eligible Investment shall be disposed of prior to its maturity. Notwithstanding any other provision of this Indenture, the Certificateholders Indenture Trustee shall not hold any Eligible Investment through an agent except as expressly permitted by this SECTION 4.03(c). Each term used in proportion to their interest this SECTION 4.03(c) and defined in the invested funds. In New York UCC shall have the event amounts meaning set forth in the New York UCC. (d) On each Transfer Date, the Indenture Trustee will treat all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in an the Deposit Account are at as Noteholder Available Interest Amounts. Unless otherwise stated in the related Indenture Supplement, for purposes of determining the availability of funds or the balance in the Supplemental Accounts for any time invested in an Eligible Investment payable reason under this Indenture or any Indenture Supplement, investment earnings on demandsuch funds shall be deemed not to be available or on deposit. Subject to SECTION 8.01(c), the Securities Intermediary, on behalf of the Indenture Trustee and the Trust, shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Investment would will not constitute an Eligible Investment in respect of funds thereafter on deposit in any Account. None of the Trustee, the Depositor or the Securities Intermediary shall in any way be held liable by reason of any insufficiency in any Account such Accounts resulting from any loss on any Eligible Investment made included therein except for losses attributable to the Indenture Trustee's failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity, in accordance with this Trust Agreementtheir terms. (e) Funds on deposit in the Accounts will be invested and reinvested by the Indenture Trustee to the fullest extent practicable, in such manner as the Indenture Trustee will from time to time determine, but only in one or more Eligible Investments, upon the occurrence of any of the following events: (i) the Issuer will have failed to give investment directions to the Indenture Trustee; or (ii) an Event of Default will have occurred and is continuing but no Notes have been declared due and payable pursuant to SECTION 7.02. ARTICLE V ALLOCATIONS, DEPOSITS AND PAYMENTS Section 5.01 ALLOCATION OF FUNDS FROM THE COLLATERAL CERTIFICATE TO NOTES. Noteholder Available Principal Amounts, Noteholder Available Interest Amounts and Noteholder Allocated Dealer Note Losses and other amounts allocated to the Collateral Certificate shall be allocated and applied as specified in each series' respective Indenture Supplement.

Investment of Funds in the Accounts. The (a) Funds on deposit in the Accounts will be invested and reinvested by the Trustee may direct any depository institution maintaining the Certificate Account or the Reserve Account, if any, for the Series and any other segregated Eligible Account, which Eligible Account shall be a Securities Account the contents of which are held for the benefit of Certificateholders of such applicable Series (each, an "Account"), to invest the funds therein at the specific written direction of the Depositor Issuer in one or more Eligible Investments bearing interest Investments. The Issuer may authorize the Trustee to make specific investments pursuant to written, telegraphic or sold at a discounttelephonic (subsequently confirmed in writing) instructions, which shall be held to maturity unless payable on demand and which funds shall not be reinvested upon in such amounts as the maturity or demand for payment of such Eligible InvestmentIssuer will specify. If Notwithstanding the Depositor does not provide any investment directions by 10:00 a.m. on any Business Dayforegoing, funds held by the Trustee in any Account will be invested in the Eligible Investments specified in clause (iv) of the definition thereof until receipt of investment directions to the contrary. Investments of such funds shall Accounts will be invested in Eligible Investments that will mature so that in each case no later than the date on which such funds in the Accounts are scheduled to be transferred or distributed by the Trustee pursuant to this Indenture (or as much earlier as necessary to provide for timely payment of principal or interest on the applicable Principal Payment Date or Interest Payment Date). (b) All funds deposited from time to time in the Accounts pursuant to this Indenture and all investments made with such funds will be available for distribution on held by the next Distribution Date. Except as otherwise provided Trustee in the applicable SupplementAccounts as part of the Collateral as herein provided, any earnings with respect subject to such Eligible Investments shall be paid to, and any losses with respect to such Eligible Investments shall be solely withdrawal by the Trustee for the account ofpurposes set forth herein. The Issuer will not direct the Trustee to make any investment of any funds or to sell any investment held in the Accounts unless the security interest granted and perfected in such Accounts will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by the Issuer or the Trustee. (c) Funds and other property in any of the Accounts will not be commingled with any other funds or property of the Issuer. Notwithstanding the foregoing, the Certificateholders Trustee may hold any funds or other property received or held by it as part of the Accounts in proportion to their interest collecting accounts maintained by it in the invested funds. In normal course of its business and containing funds held by it for other Persons (which may include the event amounts on deposit in Issuer or an Account Affiliate thereof), provided that such accounts are at any time invested in an Eligible Investment payable on demand, under the Securities Intermediary, on behalf sole control of the Trustee and the Trust, shallTrustee maintains adequate records indicating the ownership of all such funds or property and the portions thereof held for credit to the applicable Accounts. (d) The Issuer will not direct the Trustee to make any investment of any funds in any of the Accounts or to sell any investment held in such Accounts except under the following terms and conditions: (i) consistent with any notice required to be given thereunder, demand that payment thereon each such investment will be made on in the last day such Eligible Investment may otherwise mature hereunder name of the Trustee (in its capacity as such) or in the name of a nominee of the Trustee under its complete and exclusive dominion and control (or, if, as indicated by an amount equal Opinion of Counsel delivered to the lesser Trustee, applicable law provides for perfection of pledges of an instrument 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); (1) all amounts then payable thereunder and (2ii) the amount required Trustee will have sole control over such investment, the income thereon and the proceeds thereof; (iii) other than the investments described in clause (i), any certificate or other instrument evidencing such investment will be delivered directly to be withdrawn on such datethe Trustee or its agent; and (iiiv) demand same day payment the proceeds of all amounts due thereunder upon a determination each sale of such an investment will be remitted by the purchaser thereof directly to the Trustee that for deposit in the Account in which such Eligible Investment would not constitute an Eligible Investment in respect investment was held. (e) All income or other gain from investments of funds thereafter on deposit in any the Accounts (other than the Principal Funding Account) will be treated as Finance Charge Collections pursuant to Section 501(2). Any loss resulting from such investments will be charged to the sub-Accounts pro rata based on the amount on deposit in such sub-Account. None of the TrusteeThe Issuer may use weighted averaging or any other reasonable method for allocating losses among such sub-Accounts. Subject to Section 801(c), the Depositor or the Securities Intermediary shall Trustee will not in any way be held liable by reason of any insufficiency in any Account such sub-Accounts resulting from any loss on any Eligible Investment made included therein except for losses attributable to the Trustee's failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with this Trust Agreementtheir terms. (f) All income or other gain from investments of funds on deposit in the Principal Funding Account will be applied as set forth in Section 506. (g) Funds on deposit in the Accounts will be invested and reinvested by the Trustee to the fullest extent practicable, in such manner as the Trustee will from time to time determine, but only in one or more Eligible Investments, upon the occurrence of any of the following events: (i) the Issuer will have failed to give investment directions to the Trustee; or (ii) an Event of Default will have occurred and is continuing but no Notes have been declared due and payable pursuant to Section 702. (a) With respect to any Due Period, if the Issuer determines that the amount on deposit in any Interest Funding sub-Account (after giving effect to all deposits and withdrawals to be made with respect to such Due Period) is greater than the amount targeted to be on deposit in such Interest Funding sub-Account with respect to such Due Period (subject to Section 507(e)), such excess will be withdrawn from such sub-Account and treated as Finance Charge Collections pursuant to Section 501(2). (b) With respect to any Due Period, if the Issuer determines that the amount on deposit in any Principal Funding sub-Account (after giving effect to all deposits and withdrawals to be made with respect to that Due Period) is greater than the Outstanding Dollar Principal Amount of a tranche of Notes less the Nominal Liquidation Amount Deficit of that tranche, that excess will be treated as Finance Charge Collections pursuant to Section 501(2).

Investment of Funds in the Accounts. The Trustee on behalf of the Trust, may direct any depository institution maintaining the Certificate Account or the Reserve Account, if any, for the applicable Series and any other segregated Eligible Account, which Eligible Account shall be a Securities Account the contents of which are held for the benefit of Certificateholders of such applicable Series (each, an "“Account"), ”) to invest the funds therein at the specific written direction of the Depositor in one or more Eligible Investments bearing interest or sold at a discount, which shall be held to maturity unless payable on demand and which funds shall not be reinvested upon the maturity or demand for payment of such Eligible Investment. If the Depositor does not provide any investment directions by 10:00 a.m. on any Business Daydirections, funds held in any Account will be invested in the Eligible Investments specified in clause (ivii) of the definition thereof until receipt of investment directions to the contrarythereof. Investments of such funds shall be invested in Eligible Investments that will mature so that such funds will be available for distribution on the next Distribution Date. Except as otherwise provided in the applicable Series Supplement, any earnings with respect to such Eligible Permitted Investments shall be paid toto the Certificateholders (and, and any losses with respect to such Eligible Investments shall be solely for the account ofif applicable, the Certificateholders Retained Interest holder) pro rata in proportion to their interest in the invested funds. In the event amounts on deposit in an Account are at any time invested in an Eligible Investment payable on demand, the Securities Intermediary, on behalf of the Trustee and the Trust, shall: (ia) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (iib) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Investment would not constitute an Eligible Investment in respect of at funds thereafter on deposit in any Account. None of the Trustee, the Depositor or the Securities Intermediary shall in any way be held liable by reason of any insufficiency in any Account resulting from any loss on any Eligible Investment made in accordance with this Trust Agreement.

Investment of Funds in the Accounts. The (a) Funds on deposit in the Accounts will be invested and reinvested by the Indenture Trustee may direct any depository institution maintaining the Certificate Account or the Reserve Account, if any, for the Series and any other segregated Eligible Account, which Eligible Account shall be a Securities Account the contents of which are held for the benefit of Certificateholders of such applicable Series (each, an "Account"), to invest the funds therein at the specific written direction of the Depositor Issuer in one or more Eligible Investments bearing interest or sold at a discountPermitted Investments. The Issuer may authorize the Indenture Trustee to make specific investments pursuant to written instructions, which shall be held to maturity unless payable on demand and which funds shall not be reinvested upon in such amounts as the maturity or demand for payment of such Eligible InvestmentIssuer will specify. If Notwithstanding the Depositor does not provide any investment directions by 10:00 a.m. on any Business Dayforegoing, funds held by the Indenture Trustee in any Account of the Accounts will be invested in Permitted Investments that will mature in each case no later than the Eligible Investments specified date on which such funds in the Accounts are scheduled to be transferred or distributed by the Indenture Trustee pursuant to this Indenture (or as necessary to provide for timely payment of principal or interest on the applicable Principal Payment Date or Interest Payment Date). (b) All funds deposited from time to time in the Accounts pursuant to this Indenture and all investments made with such funds will be held by the Indenture Trustee in the Accounts as part of the Collateral as herein provided, subject to withdrawal by the Indenture Trustee for the purposes set forth herein. (c) Funds and other property in any of the Accounts will not be commingled with any other funds or property of the Issuer or the Indenture Trustee. The Indenture Trustee shall: (i) hold each Permitted Investment (other than those described in clause (ivc) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (A) such investment property at all times shall be credited to a securities account of the Indenture Trustee, (B) all property credited to such securities account shall be treated as a financial asset, (C) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (D) such securities intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other person or entity, (E) such securities intermediary shall not agree with any person or entity other than the Indenture Trustee to comply with entitlement orders originated by any person or entity other than the Indenture Trustee, (F) such securities account and all property credited thereto shall not be subject to any lien, security interest, right of set-off, or encumbrance in favor of such securities intermediary or anyone claiming through such securities intermediary (other than the Indenture Trustee), and (G) such agreement between such securities intermediary and the Indenture Trustee shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than those described in clause (c) of the definition thereof) in the State of New York separate and apart from all other property held by the Indenture Trustee; and (iii) cause each Permitted Investment described in clause (c) of the definition thereof until receipt to be registered in the name of the Indenture Trustee by the issuer thereof; provided, that, other than following an Event of Default and acceleration pursuant to Section 702, no Permitted Investment shall be disposed of prior to its maturity. Notwithstanding any other provision of this Indenture, the Indenture Trustee shall not hold any Permitted Investment through an agent except as expressly permitted by this Section 403(c). Each term used in this Section 403(c) and defined in the New York UCC shall have the meaning set forth in the New York UCC. (d) On each Payment Date, all interest and earnings (net of losses and investment directions expenses) accrued since the preceding Payment Date on funds on deposit in the Collection Account will be treated as Available Interest Amounts and applied pursuant to Section 501 for such Payment Date. Unless otherwise stated in the contrary. Investments related Indenture Supplement, for purposes of determining the availability of funds or the balance in the Accounts for any reason under this Indenture or any Indenture Supplement, investment earnings on such funds shall be invested in Eligible Investments that will mature so that such funds will deemed not to be available for distribution or on the next Distribution Datedeposit. Except as otherwise provided in the applicable Supplement, any earnings with respect Subject to such Eligible Investments shall be paid to, and any losses with respect to such Eligible Investments shall be solely for the account ofSection 801(c), the Certificateholders in proportion to their interest in the invested funds. In the event amounts on deposit in an Account are at any time invested in an Eligible Investment payable on demand, the Securities Intermediary, on behalf of the Indenture Trustee and the Trust, shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Investment would will not constitute an Eligible Investment in respect of funds thereafter on deposit in any Account. None of the Trustee, the Depositor or the Securities Intermediary shall in any way be held liable by reason of any insufficiency in any Account such Accounts resulting from any loss on any Eligible Permitted Investment made 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, in accordance with this Trust Agreementtheir terms. (e) Funds on deposit in the Accounts will be invested and reinvested by the Indenture Trustee to the fullest extent practicable, in such manner as the Indenture Trustee will from time to time determine, but only in one or more Permitted Investments, upon the occurrence of any of the following events: (i) the Issuer will have failed to give investment directions to the Indenture Trustee; or (ii) an Event of Default will have occurred and is continuing but no Notes have been declared due and payable pursuant to Section 702. 37

Investment of Funds in the Accounts. (a) The Trustee Servicer may direct in writing any depository institution maintaining the Certificate Collection Account or the Reserve Account, if any, for the Series and any other segregated Eligible Account, which Eligible Certificate Account shall be a Securities Account the contents of which are held for the benefit of Certificateholders of such applicable Series (each, an "Account"), to invest the funds held therein at the specific written direction of the Depositor in one or more Eligible Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) if such Permitted Investments are not obligations of the institution maintaining the account from which the funds are required to be withdrawn, no later than the Business Day immediately preceding the earliest date on which such funds may be required to be withdrawn from such account pursuant to this Agreement but in no event later than the Business Day immediately preceding the next Servicer Remittance Date or Distribution Date, as applicable and (ii) if such Permitted Investments are obligations of the institution maintaining the account from which the funds are required to be withdrawn, no later than the earliest date on which such funds may be required to be withdrawn from such account pursuant to this Agreement. All such Permitted Investments shall be held to maturity maturity, unless payable on demand and which demand. Any investment of funds shall not be reinvested upon the maturity or demand for payment of such Eligible Investment. If the Depositor does not provide any investment directions by 10:00 a.m. on any Business Day, funds held deposit in any Account will shall be invested made in the Eligible Investments specified in clause (iv) name of the definition thereof until receipt of investment directions to Trust Administrator (in its capacity as such), as agent for the contrary. Investments of such funds shall be invested in Eligible Investments that will mature so that such funds will be available for distribution on the next Distribution Date. Except as otherwise provided Trustee, or in the applicable Supplementname of a nominee of the Trust Administrator, in each case in trust for the benefit of the Certificateholders. With respect to any earnings Account held by the Trust Administrator, the Trust Administrator shall have sole control (except with respect to investment direction) over each such Eligible Investments shall be paid toinvestment, and any losses certificate or other instrument evidencing any such investment shall be delivered directly to the Trust Administrator or its agent, together with respect any document of transfer necessary to transfer title to such Eligible Investments shall be solely for investment to the account of, the Certificateholders in proportion to their interest in the invested fundsTrust Administrator or its nominee. In the event amounts from funds on deposit in an any Account are at any time invested in an Eligible a Permitted Investment payable on demand, the Securities Intermediary, on behalf of the Trustee and the Trust, Trust Administrator shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon promptly by a determination by Responsible Officer of the Trustee Trust Administrator having actual knowledge that such Eligible Permitted Investment would not constitute a Permitted Investment. If the Servicer, with respect to the Collection Account or the Certificate Account, does not provide investment directions to the depository institution with respect to the funds on deposit therein, such funds shall be invested in the Permitted Investments specified in clause (v) of the definition thereof, which may be administered by an Eligible Investment affiliate of such depository institution. (b) All net income and net gain realized from investment of funds deposited in the Collection Account and the Certificate Account shall be for the benefit of the Servicer and shall be subject to its withdrawal in accordance with Section 3.11 hereof. The Servicer shall deposit in the Collection Account, the Certificate Account or any REO Account, as applicable, the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds thereafter on deposit in such accounts immediately upon realization of such loss. (c) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any Account. None of the Trusteeother performance required under any Permitted Investment, the Depositor Trustee or the Securities Intermediary Trust Administrator shall take such action as it is directed in writing by the Servicer, as appropriate, to take in order to enforce such payment or performance, including the initiation and prosecution of appropriate proceedings; provided, however, that the Trustee and the Trust Administrator shall be indemnified and reimbursed for any way be held liable by reason of any insufficiency related costs, expenses, losses or liabilities as provided in any Account resulting from any loss on any Eligible Investment made in accordance with this Trust AgreementSection 8.05 hereof.

Investment of Funds in the Accounts. The Trustee (a) Each Master Servicer may direct (pursuant to a standing order or otherwise) any depository depositary institution maintaining (including the Certificate Administrator) that holds its Collection Account or any B-Note Account, Servicing Account or Reserve Account maintained by it, the Special Servicer may direct (pursuant to a standing order or otherwise) any depositary institution (including the Certificate Administrator) that holds the REO Account, and the Certificate Administrator may direct (pursuant to a standing order or otherwise) any depositary institution that holds the Distribution Account, the Interest Reserve Account or the Reserve AccountExcess Liquidation Proceeds Account to invest, or if anyany of the Master Servicers, for the Series and any other segregated Eligible AccountSpecial Servicer or the Certificate Administrator, which Eligible Account shall be a Securities Account as appropriate, is such depositary institution, such Master Servicer, the contents of which are held for Special Servicer or the benefit of Certificateholders of such applicable Series (eachCertificate Administrator, an "Account")as the case may be, to may invest itself, the funds held therein at the specific written direction of the Depositor in (but only in) one or more Eligible Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, no later than the Business Day immediately preceding the next succeeding date on which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement or the related Mortgage Loan Documents, as applicable, or with respect to Permitted Investments of funds held in the Distribution Account, no later than 11:00 a.m., New York City time, on the next succeeding Distribution Date; provided that any such investment of funds in any Servicing Account or Reserve Account shall be subject to applicable law and the terms of the related Mortgage Loan Documents; and provided, further, that the funds in any Investment Account shall remain uninvested unless and until the applicable Master Servicer, the Special Servicer or the Certificate Administrator, as appropriate, gives timely investment instructions with respect thereto pursuant to or as contemplated by this Section 3.06. All such Permitted Investments shall be held to maturity maturity, unless payable on demand and which demand. Any investment of funds in an Investment Account shall not be reinvested upon the maturity or demand for payment of such Eligible Investment. If the Depositor does not provide any investment directions by 10:00 a.m. on any Business Day, funds held in any Account will be invested made in the Eligible name of the Trustee (in its capacity as such). Each Master Servicer (with respect to Permitted Investments specified of amounts in clause its Collection Account or any B-Note Account, Servicing Account or Reserve Account maintained by it), the Special Servicer (ivwith respect to Permitted Investments of amounts in the REO Account), and the Certificate Administrator (with respect to Permitted Investments of amounts in the Distribution Account, the Interest Reserve Account or the Excess Liquidation Proceeds Account) acting on behalf of the Trustee, shall (and Trustee hereby designates the applicable Master Servicer, the Special Servicer or the Certificate Administrator, as the case may be, as the Person that shall) (i) be the "entitlement holder" of any Permitted Investment that is a "security entitlement" and (ii) maintain "control" of any Permitted Investment that is either a "certificated security" or an "uncertificated security". For purposes of this Section 3.06(a), the terms "entitlement holder", "security entitlement", "control", "certificated security" and "uncertificated security" shall have the meanings given such terms in Revised Article 8 (1994 Revision) of the definition thereof until receipt of investment directions to the contrary. Investments of such funds shall be invested in Eligible Investments that will mature so that such funds will be available for distribution on the next Distribution Date. Except as otherwise provided in the applicable Supplement, any earnings with respect to such Eligible Investments shall be paid toUCC, and "control" of any losses with respect to such Eligible Investments Permitted Investment by a Master Servicer, the Special Servicer or the Certificate Administrator shall be solely for the account constitute "control" by a Person designated by, and acting on behalf of, the Certificateholders in proportion to their interest in Trustee for purposes of Revised Article 8 (1994 Revision) of the invested fundsUCC. In the event If amounts on deposit in an Investment Account are at any time invested in an Eligible a Permitted Investment payable on demand, the Securities Intermediaryparty hereunder that maintains such Investment Account (whether it is a Master Servicer, on behalf of the Trustee and Special Servicer or the TrustCertificate Administrator), shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Investment would not constitute an Eligible Investment in respect of funds thereafter on deposit in any Account. None of the Trustee, the Depositor or the Securities Intermediary shall in any way be held liable by reason of any insufficiency in any Account resulting from any loss on any Eligible Investment made in accordance with this Trust Agreement.

Investment of Funds in the Accounts. (a) The Trustee Servicer may direct any depository institution maintaining the Certificate investment of funds in the Collection Account or and may direct the Reserve Trustee to invest funds in the Distribution Account, if anyand the Unaffiliated Seller may direct the Trustee to invest the funds in the Pre-Funding Account, the Pre-Funding Reserve Account and the Capitalized Interest Account (each of such Accounts, for the Series and any other segregated Eligible Account, which Eligible Account shall be a Securities Account the contents purposes of which are held for the benefit of Certificateholders of such applicable Series (eachthis Section 3.12, an "Investment Account"), to invest the funds therein at the specific written direction of the Depositor in one or more Eligible Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement. All such investment directions shall be in writing and if the Trustee does not receive such written instructions no investment shall be made. All such Permitted Investments shall be held to maturity maturity, unless payable on demand and which demand. Any investment of funds in an Investment Account shall not be reinvested upon made in the maturity or demand for payment name of such Eligible Investmentthe Trustee. If the Depositor does not provide any The Trustee shall be entitled to sole possession (except with respect to investment directions by 10:00 a.m. on any Business Day, direction of funds held in the related Account and any Account will be invested in the Eligible Investments specified in clause (ivincome and gain realized thereon) of the definition thereof until receipt of investment directions to the contrary. Investments of over each such funds shall be invested in Eligible Investments that will mature so that such funds will be available for distribution on the next Distribution Date. Except as otherwise provided in the applicable Supplement, any earnings with respect to such Eligible Investments shall be paid toinvestment, and any losses certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its agent, together with respect any document of transfer necessary to transfer title to such Eligible Investments shall be solely for investment to the account of, the Certificateholders in proportion to their interest in the invested fundsTrustee. In the event amounts on deposit in an Investment Account are at any time invested in an Eligible a Permitted Investment payable on demand, the Securities Intermediary, on behalf of the Trustee and the Trust, shallmay: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Permitted Investment would not constitute an Eligible a Permitted Investment in respect of funds thereafter on deposit in any the Investment Account. (i) All income and gain realized from the investment of funds deposited in the Collection Account and the Distribution Account held by or on behalf of the Servicer, shall be for the benefit of the Servicer and shall be subject to its withdrawal in the manner set forth in Section 3.11 in the case of income in the Collection Account, and on each Distribution Date, the Trustee shall withdraw from the Distribution Account, and remit to the Servicer all amounts in respect of such income and gain in the Distribution Account. None Whether in regard to the Collection Account or the Distribution Account, the Servicer shall deposit in the Collection Account or the Distribution Account, as applicable, the amount of any loss of principal incurred in respect of any such Permitted Investment directed by the Servicer made with funds in such accounts immediately upon realization of such loss. (ii) All income and gain realized from the investment of funds deposited in the Pre-Funding Account, the Pre-Funding Reserve Account and the Capitalized Interest Account held by or on behalf of the TrusteeUnaffiliated Seller shall be retained in such Investment Account, the Depositor or the Securities Intermediary shall subject to withdrawal as provided in any way be held liable by reason of any insufficiency in any Account resulting from any loss on any Eligible Investment made in accordance with this Trust Agreement.Section

Investment of Funds in the Accounts. (a) The Trustee Master Servicer may direct (pursuant to a standing order or otherwise) any depository depositary institution maintaining (including the Certificate Administrator) that holds the Collection Account, any Junior Interest Custodial Account, any Servicing Account or any Reserve Account, the Special Servicer may direct (pursuant to a standing order or otherwise) any depositary institution (including the Certificate Administrator) that holds the REO Account, and the Certificate Administrator may direct (pursuant to a standing order or otherwise) any depositary institution that holds the Distribution Account, the Interest Reserve Account or the Reserve AccountExcess Liquidation Proceeds Account to invest, or if anyany of the Master Servicer, for the Series and any other segregated Eligible AccountSpecial Servicer or the Certificate Administrator, which Eligible Account shall be a Securities Account as appropriate, is such depositary institution, the contents of which are held for Master Servicer, the benefit of Certificateholders of such applicable Series (eachSpecial Servicer or the Certificate Administrator, an "Account")as the case may be, to may invest itself, the funds held therein at the specific written direction of the Depositor in (but only in) one or more Eligible Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, no later than the Business Day immediately preceding the next succeeding date on which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement or the related Mortgage Loan Documents, as applicable, or with respect to Permitted Investments of funds held in the Distribution Account, no later than 11:00 a.m., New York City time, on the next succeeding Distribution Date; provided that any such investment of funds in any Servicing Account or Reserve Account shall be subject to applicable law and the terms of the related Mortgage Loan Documents; and provided, further, that the funds in any Investment Account shall remain uninvested unless and until the Master Servicer, the Special Servicer or the Certificate Administrator, as appropriate, gives timely investment instructions with respect thereto pursuant to or as contemplated by this Section 3.06. All such Permitted Investments shall be held to maturity maturity, unless payable on demand and which demand. Any investment of funds in an Investment Account shall not be reinvested upon the maturity or demand for payment of such Eligible Investment. If the Depositor does not provide any investment directions by 10:00 a.m. on any Business Day, funds held in any Account will be invested made in the Eligible name of the Trustee (in its capacity as such). The Master Servicer (with respect to Permitted Investments specified of amounts in clause the Collection Account, any Junior Interest Custodial Account, any Servicing Account or any Reserve Account), the Special Servicer (ivwith respect to Permitted Investments of amounts in the REO Account), and the Certificate Administrator (with respect to Permitted Investments of amounts in the Distribution Account, the Interest Reserve Account or the Excess Liquidation Proceeds Account) acting on behalf of the Trustee, shall (and Trustee hereby designates the Master Servicer, the Special Servicer or the Certificate Administrator, as the case may be, as the Person that shall) (i) be the “entitlement holder” of any Permitted Investment that is a “security entitlement” and (ii) maintain “control” of any Permitted Investment that is either a “certificated security” or an “uncertificated security”. For purposes of this Section 3.06(a), the terms “entitlement holder”, “security entitlement”, “control”, “certificated security” and “uncertificated security” shall have the meanings given such terms in Revised Article 8 (1994 Revision) of the definition thereof until receipt of investment directions to the contrary. Investments of such funds shall be invested in Eligible Investments that will mature so that such funds will be available for distribution on the next Distribution Date. Except as otherwise provided in the applicable Supplement, any earnings with respect to such Eligible Investments shall be paid toUCC, and “control” of any losses with respect to such Eligible Investments Permitted Investment by the Master Servicer, the Special Servicer or the Certificate Administrator shall be solely for the account constitute “control” by a Person designated by, and acting on behalf of, the Certificateholders in proportion to their interest in Trustee for purposes of Revised Article 8 (1994 Revision) of the invested fundsUCC. In the event If amounts on deposit in an Investment Account are at any time invested in an Eligible a Permitted Investment payable on demand, the Securities Intermediaryparty hereunder that maintains such Investment Account (whether it is the Master Servicer, on behalf of the Trustee and Special Servicer or the TrustCertificate Administrator), shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Investment would not constitute an Eligible Investment in respect of funds thereafter on deposit in any Account. None of the Trustee, the Depositor or the Securities Intermediary shall in any way be held liable by reason of any insufficiency in any Account resulting from any loss on any Eligible Investment made in accordance with this Trust Agreement.

Investment of Funds in the Accounts. The Trustee (a) Each Servicer may invest funds in its Collection Account and the Master Servicer may direct any depository institution maintaining the Certificate Account or Securities Administrator to invest funds in the Reserve Distribution Account, if anyand the Unaffiliated Seller may direct the Securities Administrator to invest the funds in the Pre-Funding Accounts, the Pre-Funding Reserve Account and the Capitalized Interest Account (each of such Accounts, for the Series and any other segregated Eligible Account, which Eligible Account shall be a Securities Account the contents purposes of which are held for the benefit of Certificateholders of such applicable Series (eachthis Section 3.12, an "Investment Account"), to invest the funds therein at the specific written direction of the Depositor in one or more Eligible Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement. All such investment directions shall be in writing and if the Securities Administrator does not receive such written instructions no investment shall be made. All such Permitted Investments shall be held to maturity maturity, unless payable on demand and which demand. Any investment of funds in an Investment Account (other than a Collection Account) shall not be reinvested upon made in the maturity or demand for payment name of such Eligible Investmentthe Securities Administrator. If the Depositor does not provide any The Securities Administrator shall be entitled to sole possession (except with respect to investment directions by 10:00 a.m. on any Business Day, direction of funds held in the related Account and any income and gain realized thereon) over each such investment, and any certificate or other instrument evidencing any such investment shall be delivered directly to the Securities Administrator or its agent, together with any document of transfer necessary to transfer title to such investment to the Securities Administrator. Any investment of funds in a Collection Account will shall be invested made in the Eligible Investments specified in clause (iv) name of the definition thereof until receipt of investment directions to the contraryrelated Servicer. Investments of such funds Each Servicer shall be invested in Eligible Investments that will mature so that such funds will be available for distribution on the next Distribution Date. Except as otherwise provided in the applicable Supplement, any earnings entitled to sole possession (except with respect to investment direction of funds held in the related Account and any income and gain realized thereon) over each such Eligible Investments shall be paid toinvestment, and any losses certificate or other instrument evidencing any such investment shall be delivered directly to the related Servicer or its agent, together with respect any document of transfer necessary to transfer title to such Eligible Investments shall be solely for investment to the account of, the Certificateholders in proportion to their interest in the invested fundssuch Servicer. In the event amounts on deposit in an Investment Account are at any time invested in an Eligible a Permitted Investment payable on demand, the Securities Intermediary, on behalf of the Trustee and the Trust, shallAdministrator may: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Permitted Investment would not constitute an Eligible a Permitted Investment in respect of funds thereafter on deposit in any the Investment Account. (i) All income and gain realized from the investment of funds deposited in the related Collection Account with respect to the Servicers, and the Distribution Account, with respect to the Master Servicer, held by or on behalf of the applicable Servicer, shall be for the benefit of the applicable Servicer or the Master Servicer, as applicable, and shall be subject to its withdrawal in the manner set forth in Section 3.11 in the case of income in the applicable Collection Account. None Whether in regard to the Collection Accounts or the Distribution Account, each Servicer and the Master Servicer shall deposit in the Collection Accounts or the Distribution Account, as applicable, the amount of any loss of principal incurred in respect of any such Permitted Investment directed by the applicable Servicer or Master Servicer, as applicable, made with funds in such accounts immediately upon realization of such loss. (ii) All income and gain realized from the investment of funds deposited in the Pre-Funding Accounts, the Pre-Funding Reserve Account and the Capitalized Interest Account held by or on behalf of the TrusteeUnaffiliated Seller shall be retained in such Investment Account, subject to withdrawal as provided in Section 4.02. Whether in regard to the Pre-Funding Accounts or the Capitalized Interest Account, the Depositor Unaffiliated Seller shall deposit in the Pre-Funding Accounts or the Securities Intermediary shall Capitalized Interest Account, as applicable, the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such accounts immediately upon realization of such loss. (c) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any way other performance required under any Permitted Investment, the Securities Administrator shall take such action as may be held appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. The Securities Administrator shall 113 not be liable by reason for the amount of any insufficiency loss incurred in respect of any investment or lack of investment of funds held in any Investment Account resulting from any loss on any Eligible Investment or the Distribution Account if made in accordance with this Trust Section 3.12. (d) The Securities Administrator and Master Servicer or any of their Affiliates shall be permitted to receive additional compensation that could be deemed to be in the Securities Administrator's or Master Servicer's economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to this Agreement. (e) The Securities Administrator or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Securities Administrator's economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to this Agreement.

Investment of Funds in the Accounts. The Trustee (a) Each Servicer may invest funds in its Collection Account and the Master Servicer may direct any depository institution maintaining the Certificate Account or Securities Administrator to invest funds in the Reserve Distribution Account, if anyand the Unaffiliated Seller may direct the Securities Administrator to invest the funds in the Pre-Funding Account, the Pre-Funding Reserve Account and the Capitalized Interest Account (each of such Accounts, for the Series and any other segregated Eligible Account, which Eligible Account shall be a Securities Account the contents purposes of which are held for the benefit of Certificateholders of such applicable Series (eachthis Section 3.12, an "Investment Account"), to invest the funds therein at the specific written direction of the Depositor in one or more Eligible Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand no later than the second Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement. All such investment directions shall be in writing and if the Securities Administrator does not receive such written instructions the Securities Administrator shall invest such amounts in the Xxxxx Fargo Advantage Prime Money Market Fund. All such Permitted Investments shall be held to maturity maturity, unless payable on demand and which demand. Any investment of funds in an Investment Account (other than a Collection Account) shall not be reinvested upon made in the maturity or demand for payment name of such Eligible Investmentthe Securities Administrator. If the Depositor does not provide any The Securities Administrator shall be entitled to sole possession (except with respect to investment directions by 10:00 a.m. on any Business Day, direction of funds held in the related Account and any income and gain realized thereon) over each such investment, and any certificate or other instrument evidencing any such investment shall be delivered directly to the Securities Administrator or its agent, together with any document of transfer necessary to transfer title to such investment to the Securities Administrator. Any investment of funds in a Collection Account will shall be invested made in the Eligible Investments specified in clause (iv) name of 100 the definition thereof until receipt of investment directions to the contraryrelated Servicer. Investments of such funds Each Servicer shall be invested in Eligible Investments that will mature so that such funds will be available for distribution on the next Distribution Date. Except as otherwise provided in the applicable Supplement, any earnings entitled to sole possession (except with respect to investment direction of funds held in the related Account and any income and gain realized thereon) over each such Eligible Investments shall be paid toinvestment, and any losses certificate or other instrument evidencing any such investment shall be delivered directly to the related Servicer or its agent, together with respect any document of transfer necessary to transfer title to such Eligible Investments shall be solely for investment to the account of, the Certificateholders in proportion to their interest in the invested fundssuch Servicer. In the event amounts on deposit in an Investment Account are at any time invested in an Eligible a Permitted Investment payable on demand, the Securities Intermediary, on behalf of the Trustee and the Trust, shallAdministrator may: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Permitted Investment would not constitute an Eligible a Permitted Investment in respect of funds thereafter on deposit in any the Investment Account. None . (i) All income and gain realized from the investment of funds deposited in the related Collection Account with respect to the Servicers shall be for the benefit of the Trusteeapplicable Servicer and shall be subject to its withdrawal in the manner set forth in Section 3.11. Each Servicer shall deposit in the Collection Accounts the amount of any loss of principal incurred in respect of any such Permitted Investment directed by the applicable Servicer made with funds in such accounts immediately upon realization of such loss. (ii) All income and gain realized from the investment of funds deposited in the Pre-Funding Account, the Depositor Pre-Funding Reserve Account and the Capitalized Interest Account held by or on behalf of the Unaffiliated Seller shall be retained in such Investment Account, subject to withdrawal as provided in Section 4.02. Whether in regard to the Pre-Funding Account or the Securities Intermediary Capitalized Interest Account, the Unaffiliated Seller shall deposit in the Pre-Funding Account or the Capitalized Interest Account, as applicable, the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such accounts immediately upon realization of such loss. (c) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any way other performance required under any Permitted Investment, the Securities Administrator shall take such action as may be held appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. The Securities Administrator shall not be liable by reason for the amount of any insufficiency loss incurred in respect of any investment or lack of investment of funds held in any Investment Account resulting from any loss on any Eligible Investment or the Distribution Account if made in accordance with this Trust Section 3.12. (d) The Securities Administrator, Backup Servicer and Master Servicer or any of their Affiliates shall be permitted to receive additional compensation that could be deemed to be in the Securities Administrator's, Backup Servicer's or Master Servicer's economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in 101 certain Permitted Investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to this Agreement.

Investment of Funds in the Accounts. (a) The Trustee Servicer may invest funds in the Collection Account and may direct any depository institution maintaining the Certificate Account or Trustee to invest funds in the Reserve Distribution Account, if anyand the Unaffiliated Seller may direct the Trustee to invest the funds in the Pre-Funding Account, the Pre-Funding Reserve Account and the Capitalized Interest Account (each of such Accounts, for the Series and any other segregated Eligible Account, which Eligible Account shall be a Securities Account the contents purposes of which are held for the benefit of Certificateholders of such applicable Series (eachthis Section 3.12, an "Investment Account"), to invest the funds therein at the specific written direction of the Depositor in one or more Eligible Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement. All such investment directions shall be in writing and if the Trustee does not receive such written instructions no investment shall be made. All such Permitted Investments shall be held to maturity maturity, unless payable on demand and which demand. Any investment of funds in an Investment Account (other than the Collection Account) shall not be reinvested upon made in the maturity or demand for payment name of such Eligible Investmentthe Trustee. If the Depositor does not provide any The Trustee shall be entitled to sole possession (except with respect to investment directions by 10:00 a.m. on any Business Day, direction of funds held in the related Account and any Account will income and gain realized thereon) over each such investment, and any certificate or other instrument evidencing any such investment shall be invested delivered directly to the Trustee or its agent, together with any document of transfer necessary to transfer title to such investment to the Trustee. Any investment of funds in the Eligible Investments specified Collection Account shall be made in clause (iv) the name of the definition thereof until receipt of investment directions to the contraryServicer. Investments of such funds The Servicer shall be invested in Eligible Investments that will mature so that such funds will be available for distribution on the next Distribution Date. Except as otherwise provided in the applicable Supplement, any earnings entitled to sole possession (except with respect to investment direction of funds held in the related Account and any income and gain realized thereon) over each such Eligible Investments shall be paid toinvestment, and any losses certificate or other instrument evidencing any such investment shall be delivered directly to the Servicer or its agent, together with respect any document of transfer necessary to transfer title to such Eligible Investments shall be solely for investment to the account of, the Certificateholders in proportion to their interest in the invested fundsServicer. In the event amounts on deposit in an Investment Account are at any time invested in an Eligible a Permitted Investment payable on demand, the Securities Intermediary, on behalf of the Trustee and the Trust, shallmay: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Permitted Investment would not constitute an Eligible a Permitted Investment in respect of funds thereafter on deposit in any the Investment Account. (i) All income and gain realized from the investment of funds deposited in the Collection Account and the Distribution Account held by or on behalf of the Servicer, shall be for the benefit of the Servicer and shall be subject to its withdrawal in the manner set forth in Section 3.11 in the case of income in the Collection Account, and on each Distribution Date, the Trustee shall withdraw from the Distribution Account, and remit to the Servicer all amounts in respect of such income and gain in the Distribution Account. None Whether in regard to the Collection Account or the Distribution Account, the Servicer shall deposit in the Collection Account or the Distribution Account, as applicable, the amount of any loss of principal incurred in respect of any such Permitted Investment directed by the Servicer made with funds in such accounts immediately upon realization of such loss. (ii) All income and gain realized from the investment of funds deposited in the Pre-Funding Account, the Pre-Funding Reserve Account and the Capitalized Interest Account held by or on behalf of the TrusteeUnaffiliated Seller shall be retained in such Investment Account, subject to withdrawal as provided in Section 4.02. Whether in regard to the Pre-Funding Account or the Capitalized Interest Account, the Depositor Unaffiliated Seller shall deposit in the Pre-Funding Account or the Securities Intermediary shall Capitalized Interest Account, as applicable, the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such accounts immediately upon realization of such loss. (c) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any way other performance required under any Permitted Investment, the Trustee shall take such action as may be held appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. The Trustee shall not be liable by reason for the amount of any insufficiency loss incurred in respect of any investment or lack of investment of funds held in any Investment Account resulting from any loss on any Eligible Investment or the Distribution Account if made in accordance with this Trust Section 3.12. (d) The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee's economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to this Agreement.

Investment of Funds in the Accounts. (a) The Trustee Servicer may direct any depository institution maintaining the Certificate investment of funds in the Collection Account or and may direct the Reserve Trustee to invest funds in the Distribution Account, if anyand the Unaffiliated Seller may direct the Trustee to invest the funds in the Pre-Funding Accounts and the Capitalized Interest Account (each of such Accounts, for the Series and any other segregated Eligible Account, which Eligible Account shall be a Securities Account the contents purposes of which are held for the benefit of Certificateholders of such applicable Series (eachthis Section 3.12, an "Investment Account"), to invest the funds therein at the specific written direction of the Depositor in one or more Eligible Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement. All such investment directions shall be in writing and if the Trustee does not receive such written instructions no investment shall be made. All such Permitted Investments shall be held to maturity maturity, unless payable on demand and which demand. Any investment of funds in an Investment Account shall not be reinvested upon made in the maturity or demand for payment name of such Eligible Investmentthe Trustee. If the Depositor does not provide any The Trustee shall be entitled to sole possession (except with respect to investment directions by 10:00 a.m. on any Business Day, direction of funds held in the related Account and any Account will be invested in the Eligible Investments specified in clause (ivincome and gain realized thereon) of the definition thereof until receipt of investment directions to the contrary. Investments of over each such funds shall be invested in Eligible Investments that will mature so that such funds will be available for distribution on the next Distribution Date. Except as otherwise provided in the applicable Supplement, any earnings with respect to such Eligible Investments shall be paid toinvestment, and any losses certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its agent, together with respect any document of transfer necessary to transfer title to such Eligible Investments shall be solely for investment to the account of, the Certificateholders in proportion to their interest in the invested fundsTrustee. In the event amounts on deposit in an Investment Account are at any time invested in an Eligible a Permitted Investment payable on demand, the Securities Intermediary, on behalf of the Trustee and the Trust, shallmay: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Permitted Investment would not constitute an Eligible a Permitted Investment in respect of funds thereafter on deposit in any the Investment Account. (i) All income and gain realized from the investment of funds deposited in the Collection Account and the Distribution Account held by or on behalf of the Servicer, shall be for the benefit of the Servicer and shall be subject to its withdrawal in the manner set forth in Section 3.11 in the case of income in the Collection Account, and on each Distribution Date, the Trustee shall withdraw from the Distribution Account, and remit to the Servicer all amounts in respect of such income and gain in the Distribution Account. None Whether in regard to the Collection Account or the Distribution Account, the Servicer shall deposit in the Collection Account or the Distribution Account, as applicable, the amount of any loss of principal incurred in respect of any such Permitted Investment directed by the Servicer made with funds in such accounts immediately upon realization of such loss. (ii) All income and gain realized from the investment of funds deposited in the Pre-Funding Accounts and the Capitalized Interest Account held by or on behalf of the TrusteeUnaffiliated Seller shall be retained in such Investment Account, subject to withdrawal as provided in Section 4.02. Whether in regard to the Pre-Funding Accounts or the Capitalized Interest Account, the Depositor Unaffiliated Seller shall deposit in the Pre-Funding Accounts or the Securities Intermediary shall Capitalized Interest Account, as applicable, the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such accounts immediately upon realization of such loss. (c) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any way other performance required under any Permitted Investment, the Trustee shall take such action as may be held appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. The Trustee shall not be liable by reason for the amount of any insufficiency loss incurred in respect of any investment or lack of investment of funds held in any Investment Account resulting from any loss on any Eligible Investment or the Distribution Account if made in accordance with this Trust Section 3.12. (d) The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee's economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to this Agreement.

Investment of Funds in the Accounts. (a) The Trustee Master Servicer may direct in writing any depository institution maintaining the Certificate Interest Coverage Account, the Collection Account or the Reserve Account, if any, for the Series and any other segregated Eligible Account, which Eligible Certificate Account shall be a Securities Account the contents of which are held for the benefit of Certificateholders of such applicable Series (each, an "Account"), to invest the funds held therein at the specific written direction of the Depositor in one or more Eligible Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) if such Permitted Investments are not obligations of the institution maintaining the account from which the funds are required to be withdrawn, no later than the Business Day immediately preceding the earliest date on which such funds may be required to be withdrawn from such account pursuant to this Agreement but in no event later than the Business Day immediately preceding the next Master Servicer Remittance Date or Distribution Date, as applicable, and (ii) if such Permitted Investments are obligations of the institution maintaining the account from which the funds are required to be withdrawn, no later than the earliest date on which such funds may be required to be withdrawn from such account pursuant to this Agreement. All such Permitted Investments shall be held to maturity maturity, unless payable on demand and which funds shall not be reinvested upon the maturity or demand for payment of such Eligible Investmentdemand. If the Depositor Master Servicer, with respect to the Collection Account or the Certificate Account, does not provide any investment directions by 10:00 a.m. on any Business Day, funds held in any Account will be invested in the Eligible Investments specified in clause (iv) of the definition thereof until receipt of investment directions to the contrary. Investments of depository institution with respect to the funds on deposit therein, such funds shall be invested in Eligible the Permitted Investments that will mature so that specified in clause (v) of the definition thereof, which may be administered by an affiliate of such depository institution. Any investment of funds will on deposit in any Account shall be available for distribution on the next Distribution Date. Except as otherwise provided made in the applicable Supplementname of the Trust Administrator (in its capacity as such), as agent for the Trustee, or in the name of a nominee of the Trust Administrator, in each case in trust for the benefit of the Certificateholders. With respect to any earnings Account held by the Trust Administrator, the Trust Administrator shall have sole control (except with respect to investment direction) over each such Eligible Investments shall be paid toinvestment, and any losses certificate or other instrument evidencing any such investment shall be delivered directly to the Trust Administrator or its agent, together with respect any document of transfer necessary to transfer title to such Eligible Investments shall be solely for investment to the account of, the Certificateholders in proportion to their interest in the invested fundsTrust Administrator or its nominee. In the event amounts from funds on deposit in an any Account are at any time invested in an Eligible a Permitted Investment payable on demand, the Securities Intermediary, on behalf of the Trustee and the Trust, Trust Administrator shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1A) all amounts then payable thereunder and (2B) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon promptly by a determination by Responsible Officer of the Trustee Trust Administrator having actual knowledge that such Eligible Permitted Investment would not constitute an Eligible Investment in respect a Permitted Investment. (b) All net income and net gain realized from investment of funds thereafter on deposit deposited in any Account. None the Interest Coverage Account (to the extent not needed for the purposes set forth in Section 4.09 hereof), the Collection Account and the Certificate Account shall be for the benefit of the Trustee, the Depositor or the Securities Intermediary Master Servicer and shall in any way be held liable by reason of any insufficiency in any Account resulting from any loss on any Eligible Investment made subject to its withdrawal in accordance with Section 3.11 and Section 4.04(a)(ii) hereof, respectively. (c) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Trustee or the Trust AgreementAdministrator shall take such action as it is directed in writing by the Master Servicer, as appropriate, to take in order to enforce such payment or performance, including the initiation and prosecution of appropriate proceedings; provided, however, that the Trustee and the Trust Administrator shall be indemnified and reimbursed for any related costs, expenses, losses or liabilities as provided in Section 8.05 hereof.

Investment of Funds in the Accounts. (a) The Trustee Servicer may direct in writing any depository institution maintaining the Certificate Account or the Reserve Collection Account, if any, for the Series and any other segregated Eligible Certificate Account, which Eligible Account shall be a Securities Account the contents of which are held for the benefit of Certificateholders of such applicable Series (each, an "Account"), Pre-Funding Accounts or Capitalized Interest Accounts to invest the funds held therein at the specific written direction of the Depositor in one or more Eligible Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) if such Permitted Investments are not obligations of the institution maintaining the account from which the funds are required to be withdrawn, no later than the Business Day immediately preceding the earliest date on which such funds may be required to be withdrawn from such account pursuant to this Agreement but in no event later than the Business Day immediately preceding the next Servicer Remittance Date or Distribution Date, as applicable, and (ii) if such Permitted Investments are obligations of the institution maintaining the account from which the funds are required to be withdrawn, no later than the earliest date on which such funds may be required to be withdrawn from such account pursuant to this Agreement or, in the case of the Pre-Funding Accounts and the Capitalized Interest Accounts, the date on which the Seller so designates, but in no event later than the next Distribution Date. All such Permitted Investments shall be held to maturity maturity, unless payable on demand and which funds shall not be reinvested upon the maturity or demand for payment of such Eligible Investmentdemand. If the Depositor Servicer, with respect to the Collection Account, Certificate Account, Pre-Funding Accounts or Capitalized Interest Accounts, does not provide any investment directions by 10:00 a.m. on any Business Day, funds held in any Account will be invested in the Eligible Investments specified in clause (iv) of the definition thereof until receipt of investment directions to the contrary. Investments of depository institution with respect to the funds on deposit therein, such funds shall be invested in Eligible the Permitted Investments that will mature so that specified in clause (v) of the definition thereof, which may be administered by an affiliate of such depository institution. Any investment of funds will on deposit in any Account shall be available for distribution on the next Distribution Date. Except as otherwise provided made in the applicable Supplementname of the Trust Administrator (in its capacity as such), as agent for the Trustee, or in the name of a nominee of the Trust Administrator, in each case in trust for the benefit of the Certificateholders. With respect to any earnings Account held by the Trust Administrator, the Trust Administrator shall have sole control (except with respect to investment direction) over each such Eligible Investments shall be paid toinvestment, and any losses certificate or other instrument evidencing any such investment shall be delivered directly to the Trust Administrator or its agent, together with respect any document of transfer necessary to transfer title to such Eligible Investments shall be solely for investment to the account of, the Certificateholders in proportion to their interest in the invested fundsTrust Administrator or its nominee. In the event amounts from funds on deposit in an any Account are at any time invested in an Eligible a Permitted Investment payable on demand, the Securities Intermediary, on behalf of the Trustee and the Trust, Trust Administrator shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon promptly by a determination by Responsible Officer of the Trustee Trust Administrator having actual knowledge that such Eligible Permitted Investment would not constitute an Eligible Investment in respect a Permitted Investment. (b) All net income and net gain realized from investment of funds thereafter on deposit deposited in any Account. None the Collection Account and the Certificate Account shall be for the benefit of the Trustee, the Depositor or the Securities Intermediary Servicer and shall in any way be held liable by reason of any insufficiency in any Account resulting from any loss on any Eligible Investment made subject to its withdrawal in accordance with Section 3.11 and Section 4.04(a)(ii) hereof, respectively. (c) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Trustee or the Trust AgreementAdministrator shall take such action as it is directed in writing by the Servicer or the Seller, as appropriate, to take in order to enforce such payment or performance, including the initiation and prosecution of appropriate proceedings; provided, however, that the Trustee and the Trust Administrator shall be indemnified and reimbursed for any related costs, expenses, losses or liabilities as provided in Section 8.05 hereof.

Investment of Funds in the Accounts. (a) The Trustee Servicer may direct in writing the Trustee or any depository institution maintaining the Certificate Collection Accounts, Distribution Accounts, Pre-Funding Account, Capitalized Interest Account or the Reserve Account, if any, for the Series and any other segregated Eligible Account, which Eligible Account shall be a Securities Account the contents of which are held for the benefit of Certificateholders of such applicable Series (each, an "Account")Certificate Accounts, to invest the funds held therein at the specific written direction of the Depositor in one or more Eligible Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) if such Permitted Investments are not obligations of the institution maintaining the account from which the funds are required to be withdrawn, no later than the Business Day immediately preceding the earliest date on which such funds may be required to be withdrawn from such account pursuant to this Agreement, but in no event later than the Business Day immediately preceding the next Distribution Date, and (ii) if such Permitted Investments are obligations of the institution maintaining the account from which the funds are required to be withdrawn, no later than the earliest date on which such funds may be required to be withdrawn from such account pursuant to this Agreement or, in the case of the Pre-Funding Account and the Capitalized Interest Account, the date on which the Seller so designates, but, in either case, in no event later than the next Distribution Date. All such Permitted Investments shall be held to maturity maturity, unless payable on demand and which funds shall not be reinvested upon the maturity or demand for payment of such Eligible Investmentdemand. If the Depositor Servicer, with respect to the Collection Accounts, the Distribution Accounts, Pre-Funding Account, Capitalized Interest Account or the Certificate Accounts, does not provide any investment directions by 10:00 a.m. on any Business Day, funds held in any Account will be invested in the Eligible Investments specified in clause (iv) of the definition thereof until receipt of investment directions to the contrary. Investments of Trustee or depository institution with respect to the funds on deposit therein, such funds shall be invested in Eligible the Permitted Investments that will mature so that such funds will be available for distribution on the next Distribution Date. Except as otherwise provided specified in the applicable Supplement, any earnings with respect to such Eligible Investments shall be paid to, and any losses with respect to such Eligible Investments shall be solely for the account of, the Certificateholders in proportion to their interest in the invested funds. In the event amounts on deposit in an Account are at any time invested in an Eligible Investment payable on demand, the Securities Intermediary, on behalf clause (v) of the Trustee and the Trustdefinition thereof, shall: (i) consistent with any notice required to which may be given thereunder, demand that payment thereon be made on the last day administered by an affiliate of such Eligible Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Investment would not constitute an Eligible Investment in respect of funds thereafter on deposit in any Account. None of the Trustee, the Depositor or the Securities Intermediary shall in any way be held liable by reason of any insufficiency in any Account resulting from any loss on any Eligible Investment made in accordance with this Trust Agreementdepository institution.

Investment of Funds in the Accounts. The Trustee may direct any depository institution maintaining shall use commercially reasonable efforts to deliver or cause to be delivered all uninvested funds in the Certificate Account or the Reserve Account, if any, for the Series and any other segregated Eligible Account, which Eligible Account shall be a Securities Account account the contents content of which are is held for the benefit of Certificateholders of such applicable Series the Trust (each, an "Account")) to an account specified by the Administrative Agent for investment in Eligible Investments no later than 2:00 PM New York City time (or such other time as may be acceptable to the Administrative Agent) on the Business Day such funds are deposited in any such Account; provided, however, that in the event the Trustee shall be unable to deliver such funds or cause such funds to be delivered as aforesaid, the Trustee shall invest such funds in the funds therein at the specific written direction Eligible Investments of the Depositor type specified in clause (2) of the definition thereof prior to the close of business on the Business Day such funds are deposited in any such Account. On the Business Day any uninvested funds are delivered to the Administrative Agent, the Administrative Agent shall invest such funds in one or more Eligible Investments bearing interest or sold at a discount, which shall be held to maturity unless payable on demand discount and which funds shall not be reinvested upon the maturity deposit or demand for payment of cause such Eligible InvestmentInvestments to be deposited in such Account for the benefit of the Trust. If The Depositor may direct the Administrative Agent in writing no later than 2:00 PM New York City time on the Business Day on which such funds are received by the Administrative Agent to invest such funds in one or more Eligible Investments. However, if the Depositor does not provide any investment directions by 10:00 a.m. on any Business Dayto the Administrative Agent prior to that time, then the Administrative Agent shall invest such funds held in any Account will be invested in the Eligible Investments of the type specified in clause (iv2) of the definition thereof until receipt of investment directions to the contrarythereof. Investments of The Trustee or any such funds depository institution shall be invested in Eligible Investments that will mature so that such funds will be available for distribution on the next Distribution Date. Except as otherwise provided in the applicable Supplement, any earnings with respect required to hold such Eligible Investments to maturity unless any such investments shall be paid to, and any losses with respect to such (x) no longer qualify as Eligible Investments shall (as determined by the Administrative Agent) or (y) be solely for the account of, the Certificateholders in proportion to their interest in the invested fundspayable on demand. In the event amounts on deposit in an Account are at any time invested in an that the Administrative Agent determines that such investments no longer qualify as Eligible Investment payable on demandInvestments, the Securities Intermediary, on behalf of Administrative Agent shall sell the Trustee same and deposit the Trust, shall: (i) consistent with any notice required proceeds or cause the proceeds to be given thereunder, demand that payment thereon be made on deposited in the last day such Eligible Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Investment would not constitute an Eligible Investment in respect of funds thereafter on deposit in any applicable Account. None of the Trustee, the Depositor or the Securities Intermediary shall in any way be held liable by reason of any insufficiency in any Account resulting from any loss on any Eligible Investment made in accordance with this Trust Agreement.

Investment of Funds in the Accounts. The (a) Funds on deposit in the Accounts will be invested and reinvested by the Indenture Trustee may direct any depository institution maintaining the Certificate Account or the Reserve Account, if any, for the Series and any other segregated Eligible Account, which Eligible Account shall be a Securities Account the contents of which are held for the benefit of Certificateholders of such applicable Series (each, an "Account"), to invest the funds therein at the specific written direction of the Depositor Issuer in one or more Eligible Investments bearing interest or sold at a discountPermitted Investments. The Issuer may authorize the Indenture Trustee to make specific investments pursuant to written instructions, which shall be held to maturity unless payable on demand and which funds shall not be reinvested upon in such amounts as the maturity or demand for payment of such Eligible InvestmentIssuer will specify. If Notwithstanding the Depositor does not provide any investment directions by 10:00 a.m. on any Business Dayforegoing, funds held by the Indenture Trustee in any Account of the Accounts will be invested in Permitted Investments that will mature in each case no later than the Eligible Investments specified date on which such funds in the Accounts are scheduled to be transferred or distributed by the Indenture Trustee pursuant to this Indenture (or as necessary to provide for timely payment of principal or interest on the applicable Principal Payment Date or Interest Payment Date). (b) All funds deposited from time to time in the Accounts pursuant to this Indenture and all investments made with such funds will be held by the Indenture Trustee in the Accounts as part of the Collateral as herein provided, subject to withdrawal by the Indenture Trustee for the purposes set forth herein. (c) Funds and other property in any of the Accounts will not be commingled with any other funds or property of the Issuer. The Indenture Trustee shall (i) hold each Permitted Investment (other than those described in clause (ivc) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (A) such investment property at all times shall be credited to a securities account of the Indenture Trustee, (B) all property credited to such securities account shall be treated as a financial asset, (C) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (D) such securities intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other person or entity, (E) such securities intermediary shall not agree with any person or entity other than the Indenture Trustee to comply with entitlement orders originated by any person or entity other than the Indenture Trustee, (F) such securities account and all property credited thereto shall not be subject to any lien, security interest, right of set-off, or encumbrance in favor of such securities intermediary or anyone claiming through such securities intermediary (other than the Indenture Trustee), and (G) such agreement between such securities intermediary and the Indenture Trustee shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than those described in clause (c) of the definition thereof) in the State of New York; and (iii) cause each Permitted Investment described in clause (c) of the definition thereof until receipt to be registered in the name of the Indenture Trustee by the issuer thereof. Each term used in this Section 403(c) and defined in the UCC -------------- shall have the meaning set forth in the UCC. (d) On each Transfer Date, all interest and earnings (net of losses and investment directions expenses) accrued since the preceding Transfer Date on funds on deposit in the Collection Account will be treated as Available Funds and applied pursuant to Section 501 for such Transfer Date. Unless otherwise stated in the contrary. Investments related Indenture Supplement, for purposes of determining the availability of funds or the balance in the Accounts for any reason under this Indenture or any Indenture Supplement, investment earnings on such funds shall be invested in Eligible Investments that will mature so that such funds will deemed not to be available for distribution or on the next Distribution Datedeposit. Except as otherwise provided in the applicable Supplement, any earnings with respect Subject to such Eligible Investments shall be paid to, and any losses with respect to such Eligible Investments shall be solely for the account ofSection 801(c), the Certificateholders in proportion to their interest in the invested funds. In the event amounts on deposit in an Account are at any time invested in an Eligible Investment payable on demand, the Securities Intermediary, on behalf of the Indenture Trustee and the Trust, shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Investment would will not constitute an Eligible Investment in respect of funds thereafter on deposit in any Account. None of the Trustee, the Depositor or the Securities Intermediary shall in any way -------------- be held liable by reason of any insufficiency in any Account such Accounts resulting from any loss on any Eligible Permitted Investment made 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, in accordance with this Trust Agreementtheir terms. (e) Funds on deposit in the Accounts will be invested and reinvested by the Indenture Trustee to the fullest extent practicable, in such manner as the Indenture Trustee will from time to time determine, but only in one or more Permitted Investments, upon the occurrence of any of the following events: (i) the Issuer will have failed to give investment directions to the Indenture Trustee; or (ii) an Event of Default will have occurred and is continuing but no Notes have been declared due and payable pursuant to Section 702. ----------- [END OF ARTICLE IV]

Investment of Funds in the Accounts. The Trustee (a) Each Servicer may invest funds in its Collection Account and the Master Servicer may direct any depository institution maintaining the Certificate Account or Securities Administrator to invest funds in the Reserve Distribution Account, if anyand the Unaffiliated Seller may direct the Securities Administrator to invest the funds in the Pre-Funding Account, the Pre-Funding Reserve Account and the Capitalized Interest Account (each of such Accounts, for the Series and any other segregated Eligible Account, which Eligible Account shall be a Securities Account the contents purposes of which are held for the benefit of Certificateholders of such applicable Series (eachthis Section 3.12, an "Investment Account"), to invest the funds therein at the specific written direction of the Depositor in one or more Eligible Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement. All such investment directions shall be in writing and if the Securities Administrator does not receive such written instructions no investment shall be made. All such Permitted Investments shall be held to maturity maturity, unless payable on demand and which demand. Any investment of funds in an Investment Account (other than a Collection Account) shall not be reinvested upon made in the maturity or demand for payment name of such Eligible Investmentthe Securities Administrator. If the Depositor does not provide any The Securities Administrator shall be entitled to sole possession (except with respect to investment directions by 10:00 a.m. on any Business Day, direction of funds held in the related Account and any income and gain realized thereon) over each such investment, and any certificate or other instrument evidencing any such investment shall be delivered directly to the Securities Administrator or its agent, together with any document of transfer necessary to transfer title to such investment to the Securities Administrator. Any investment of funds in a Collection Account will shall be invested made in the Eligible Investments specified in clause (iv) name of the definition thereof until receipt of investment directions to the contraryrelated Servicer. Investments of such funds Each Servicer shall be invested in Eligible Investments that will mature so that such funds will be available for distribution on the next Distribution Date. Except as otherwise provided in the applicable Supplement, any earnings entitled to sole possession (except with respect to investment direction of funds held in the related Account and any income and gain realized thereon) over each such Eligible Investments shall be paid toinvestment, and any losses certificate or other instrument evidencing any such investment shall be delivered directly to the related Servicer or its agent, together with respect any document of transfer necessary to transfer title to such Eligible Investments shall be solely for investment to the account of, the Certificateholders in proportion to their interest in the invested fundssuch Servicer. In the event amounts on deposit in an Investment Account are at any time invested in an Eligible a Permitted Investment payable on demand, the Securities Intermediary, on behalf of the Trustee and the Trust, shallAdministrator may: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such Eligible Permitted Investment would not constitute an Eligible a Permitted Investment in respect of funds thereafter on deposit in any the Investment Account. None . (i) All income and gain realized from the investment of funds deposited in the related Collection Account with respect to the Servicers shall be for the benefit of the Trusteeapplicable Servicer and shall be subject to its withdrawal in the manner set forth in Section 3.11. Each Servicer shall deposit in the Collection Accounts the amount of any loss of principal incurred in respect of any such Permitted Investment directed by the applicable Servicer made with funds in such accounts immediately upon realization of such loss. (ii) All income and gain realized from the investment of funds deposited in the Pre-Funding Account, the Depositor Pre-Funding Reserve Account and the Capitalized Interest Account held by or on behalf of the Unaffiliated Seller shall be retained in such Investment Account, subject to withdrawal as provided in Section 4.02. Whether in regard to the Pre-Funding Account or the Securities Intermediary Capitalized Interest Account, the Unaffiliated Seller shall deposit in the Pre-Funding Account or the Capitalized Interest Account, as applicable, the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such accounts immediately upon realization of such loss. (c) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any way other performance required under any Permitted Investment, the Securities Administrator shall take such action as may be held appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. The Securities Administrator shall not be liable by reason for the amount of any insufficiency loss incurred in respect of any investment or lack of investment of funds held in any Investment Account resulting from any loss on any Eligible Investment or the Distribution Account if made in accordance with this Trust Section 3.12. (d) The Securities Administrator, Backup Servicer and Master Servicer or any of their Affiliates shall be permitted to receive additional compensation that could be deemed to be in the Securities Administrator's, Backup Servicer's or Master Servicer's economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to this Agreement. (e) The Securities Administrator or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Securities Administrator's economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to this Agreement. 100

Investment of Funds in the Accounts. The (a) Funds on deposit in the Accounts will be invested and reinvested by the Trustee may direct any depository institution maintaining the Certificate Account or the Reserve Account, if any, for the Series and any other segregated Eligible Account, which Eligible Account shall be a Securities Account the contents of which are held for the benefit of Certificateholders of such applicable Series (each, an "Account"), to invest the funds therein at the specific written direction of the Depositor Issuer in one or more Eligible Investments bearing interest Investments. The Issuer may authorize the Trustee to make specific investments pursuant to written, telegraphic or sold at a discounttelephonic (subsequently confirmed in writing) instructions, which shall be held to maturity unless payable on demand and which funds shall not be reinvested upon in such amounts as the maturity or demand for payment of such Eligible InvestmentIssuer will specify. If Notwithstanding the Depositor does not provide any investment directions by 10:00 a.m. on any Business Dayforegoing, funds held by the Trustee in any Account will be invested in the Eligible Investments specified in clause (iv) of the definition thereof until receipt of investment directions to the contrary. Investments of such funds shall Accounts will be invested in Eligible Investments that will mature so that in each case no later than the date on which such funds in the Accounts are scheduled to be transferred or distributed by the Trustee pursuant to this Indenture (or as much earlier as necessary to provide for timely payment of principal or interest on the applicable Principal Payment Date or Interest Payment Date). (b) All funds deposited from time to time in the Accounts pursuant to this Indenture and all investments made with such funds will be available for distribution on held by the next Distribution Date. Except as otherwise provided Trustee in the applicable SupplementAccounts as part of the Collateral as herein provided, any earnings with respect subject to such Eligible Investments shall be paid to, and any losses with respect to such Eligible Investments shall be solely withdrawal by the Trustee for the account ofpurposes set forth herein. The Issuer will not direct the Trustee to make any investment of any funds or to sell any investment held in the Accounts unless the security interest granted and perfected in such Accounts will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by the Issuer or the Trustee. (c) Funds and other property in any of the Accounts will not be commingled with any other funds or property of the Issuer. Notwithstanding the foregoing, the Certificateholders Trustee may hold any funds or other property received or held by it as part of the Accounts in proportion to their interest collecting accounts maintained by it in the invested funds. In normal course of its business and containing funds held by it for other Persons (which may include the event amounts on deposit in Issuer or an Account Affiliate thereof), provided that such accounts are at any time invested in an Eligible Investment payable on demand, under the Securities Intermediary, on behalf sole control of the Trustee and the Trust, shallTrustee maintains adequate records indicating the ownership of all such funds or property and the portions thereof held for credit to the applicable Accounts. (d) The Issuer will not direct the Trustee to make any investment of any funds in any of the Accounts or to sell any investment held in such Accounts except under the following terms and conditions: (i) consistent with any notice required to be given thereunder, demand that payment thereon each such investment will be made on in the last day such Eligible Investment may otherwise mature hereunder name of the Trustee (in its capacity as such) or in the name of a nominee of the Trustee under its complete and exclusive dominion and control (or, if, as indicated by an amount equal Opinion of Counsel delivered to the lesser Trustee, applicable law provides for perfection of pledges of an instrument 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); (1) all amounts then payable thereunder and (2ii) the amount required Trustee will have sole control over such investment, the income thereon and the proceeds thereof; (iii) other than the investments described in clause (i), any certificate or other instrument evidencing such investment will be delivered directly to be withdrawn on such datethe Trustee or its agent; and (iiiv) demand same day payment the proceeds of all amounts due thereunder upon a determination each sale of such an investment will be remitted by the purchaser thereof directly to the Trustee that for deposit in the Account in which such Eligible Investment would not constitute an Eligible Investment in respect investment was held. (e) All income or other gain from investments of funds thereafter on deposit in any the Accounts (other than the Principal Funding Account) will be treated as Finance Charge Collections pursuant to Section 501(2). Any loss resulting from such investments will be charged to the sub-Accounts pro rata based on the amount on deposit in such sub- Account. None of the TrusteeThe Issuer may use weighted averaging or any other reasonable method for allocating losses among such sub-Accounts. Subject to Section 801(c), the Depositor or the Securities Intermediary shall Trustee will not in any way be held liable by reason of any insufficiency in any Account such sub-Accounts resulting from any loss on any Eligible Investment made included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with this Trust Agreementtheir terms. (f) All income or other gain from investments of funds on deposit in the Principal Funding Account will be applied as set forth in Section 506. (g) Funds on deposit in the Accounts will be invested and reinvested by the Trustee to the fullest extent practicable, in such manner as the Trustee will from time to time determine, but only in one or more Eligible Investments, upon the occurrence of any of the following events: (i) the Issuer will have failed to give investment directions to the Trustee; or (ii) an Event of Default will have occurred and is continuing but no Notes have been declared due and payable pursuant to Section 702.

Investment of Funds in the Accounts. (a) The Trustee Servicer may direct in writing any depository institution maintaining the Collection Account or Certificate Account or the Reserve Account, if any, for the Series and any other segregated Eligible Account, which Eligible Account shall be a Securities Account the contents of which are held for the benefit of Certificateholders of such applicable Series (each, an "Account"), to invest the funds held therein at the specific written direction of the Depositor in one or more Eligible Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) if such Permitted Investments are not obligations of the institution maintaining the account from which the funds are required to be withdrawn, no later than the Business Day immediately preceding the earliest date on which such funds may be required to be withdrawn from such account pursuant to this Agreement but in no event later than the Business Day immediately preceding the next Servicer Remittance Date or Distribution Date, as applicable, and (ii) if such Permitted Investments are obligations of the institution maintaining the account from which the funds are required to be withdrawn, no later than the earliest date on which such funds may be required to be withdrawn from such account pursuant to this Agreement, the date on which the Seller so designates, but in no event later than the next Distribution Date. All such Permitted Investments shall be held to maturity maturity, unless payable on demand and which funds shall not be reinvested upon the maturity or demand for payment of such Eligible Investmentdemand. If the Depositor Servicer, with respect to the Collection Account or the Certificate Account, does not provide any investment directions by 10:00 a.m. on any Business Day, funds held in any Account will be invested in the Eligible Investments specified in clause (iv) of the definition thereof until receipt of investment directions to the contrary. Investments of depository institution with respect to the funds on deposit therein, such funds shall be invested in Eligible the Permitted Investments that will mature so that specified in clause (v) of the definition thereof, which may be administered by an affiliate of such depository institution. Any investment of funds will on deposit in any Account shall be available for distribution on the next Distribution Date. Except as otherwise provided made in the applicable Supplementname of the Trustee or in the name of a nominee of the Trustee, in each case in trust for the benefit of the Certificateholders. With respect to any earnings Account held by the Trustee, the Trustee shall have sole control (except with respect to investment direction) over each such Eligible Investments shall be paid toinvestment, and any losses certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its agent, together with respect any document of transfer necessary to transfer title to such Eligible Investments shall be solely for investment to the account of, the Certificateholders in proportion to their interest in the invested fundsTrustee or its nominee. In the event amounts from funds on deposit in an any Account are at any time invested in an Eligible a Permitted Investment payable on demand, the Securities Intermediary, on behalf of the Trustee and the Trust, shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand same day payment of all amounts due thereunder upon promptly by a determination by Responsible Officer of the Trustee having actual knowledge that such Eligible Permitted Investment would not constitute an Eligible Investment in respect a Permitted Investment. (b) All net income and net gain realized from investment of funds thereafter on deposit deposited in any Account. None the Collection Account and the Certificate Account shall be for the benefit of the Trustee, the Depositor or the Securities Intermediary Servicer and shall in any way be held liable by reason of any insufficiency in any Account resulting from any loss on any Eligible Investment made subject to its withdrawal in accordance with Section 3.11 and Section 4.04(a)(ii) hereof, respectively. (c) Except as otherwise expressly provided in this Trust Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Trustee shall take such action as it is directed in writing by the Servicer or the Seller, as appropriate, to take in order to enforce such payment or performance, including the initiation and prosecution of appropriate proceedings; provided, however, that the Trustee shall be indemnified and reimbursed for any related costs, expenses, losses or liabilities as provided in Section 8.05 hereof.