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

Investment of Funds in the Bank Accounts. (a) For so long as no Default or Event of Default has occurred and is continuing, funds in the Collection Account (but not amounts in the Principal Payment Account) and in the Reserve Account will, to the extent permitted by law, be invested in Permitted Investments by the Qualified Institution maintaining such accounts as directed by the Servicer with respect to the Collection Account, and as directed by the Depositor or by any Person appointed by the Depositor with respect to the Reserve Account, in each case, without requiring any action by the Indenture Trustee. The Servicer or the Depositor, as applicable, may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any such action, with respect to any matters available to the holder of such Permitted Investments. (b) If (i) the Servicer, with respect to the Collection Account and the Principal Payment Account, or the Depositor, with respect to the Reserve Account, fails to give investment directions for any funds in a Bank Account to the Qualified Institution maintaining such Bank Account by 11:00 a.m. New York time (or such other time as may be agreed by the Issuer and such Qualified Institution) on the Business Day preceding a Payment Date or (ii) a Default or Event of Default has occurred and is continuing with respect to the Notes and the Indenture Trustee has provided notice to the Qualified Institution maintaining such Bank Account, the Qualified Institution maintaining such Bank Account will, pursuant to the Control Agreement, to the fullest extent practicable, invest and reinvest funds in such Bank Account in one or more investments described in clause (b) of the definition of Permitted Investments. (c) Permitted Investments of funds in the Collection Account (or any reinvestments of such Permitted Investments) will mature no later than the Business Day preceding the next Payment Date. Permitted Investments of funds in the Reserve Account will mature no later than the Business Day preceding the next Payment Date, except that such funds may be invested in Permitted Investments that will not mature before the next Payment Date if the Rating Agency Condition has been satisfied with respect to the investment. Permitted Investments will be held to their maturity, except that Permitted Investments may be sold or disposed of before their maturity in connection with the sale or liquidation of the Collateral following an Event of Default as provided in Section 5.6 of the Indenture. All interest and other income (net of losses and investment expenses) on funds in the Bank Accounts will be paid to the Servicer on each Payment Date pursuant to Section 3.5. (d) None of the Depositor, the Servicer or the Qualified Institution maintaining any Bank Account will be liable for the selection of Permitted Investments or for investment losses incurred on Permitted Investments (other than in the capacity as obligor, if applicable). (e) Neither the Servicer, with respect to the Collection Account and the Principal Payment Account, nor the Depositor, with respect to the Reserve Account, will direct the Qualified Institution maintaining such account to make any investment of any funds or to sell any investment held in such account unless the security interest Granted and perfected in such account in favor of the Indenture Trustee will continue to be perfected in such investment or the proceeds of such sale, in each case without any further action by any Person. (f) With respect to funds in the Bank Accounts: (i) any such funds or property in such accounts that is a “financial asset” as defined in Section 8-102(a)(9) of the UCC will be physically delivered to, or credited to an account in the name of, the Qualified Institution maintaining the applicable account in accordance with such institution’s customary procedures such that the institution establishes a “securities entitlement” in favor of the Indenture Trustee with respect to such funds or property; and (ii) any funds or property that are held in deposit accounts will be held solely in the name of the Indenture Trustee at one or more depository institutions having the Required Ratings, each such deposit account will be subject to the exclusive custody and control of the Indenture Trustee and the Indenture Trustee will have sole signature authority with respect to each such deposit account. (g) The Servicer, with respect to the Collection Account and the Principal Payment Account, and the Depositor, with respect to the Reserve Account, will ensure that the Qualified Institution maintaining each such account, in its capacity as securities intermediary, agrees in the Control Agreement that each item of property credited to each such account will be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.

Investment of Funds in the Bank Accounts. (a) For so long as If no Default or Event of Default has occurred and is continuing, funds in the Collection Account (but not amounts in the Principal Payment Account) and in the Reserve Account will, to the extent permitted by law, be invested in Permitted Investments by the Qualified Institution maintaining such the accounts as directed by the Servicer with respect to for the Collection Account, and as directed by the Depositor or by any Person appointed by the Depositor with respect to for the Reserve Account, in each case, without requiring any action by the Indenture Trustee. The Servicer or the Depositor, as applicable, may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any such action, with respect to for any matters available to the holder of such the Permitted Investments. (b) If (i) the Servicer, with respect to for the Collection Account and the Principal Payment Account, or the Depositor, with respect to for the Reserve Account, fails to give investment directions for any funds in a Bank Account to the Qualified Institution maintaining such the Bank Account by 11:00 a.m. New York time (or such other time as may be agreed by the Issuer and such the Qualified Institution) on the Business Day preceding prior to a Payment Date or (ii) a Default or Event of Default has occurred and is continuing with respect to for the Notes and the Indenture Trustee has provided notice to the Qualified Institution maintaining such the Bank Account, the Qualified Institution maintaining such the Bank Account will, pursuant to under the Control Agreement, to the fullest extent practicable, invest and reinvest funds in such the Bank Account in one or more investments described in clause (b) of the definition of Permitted Investments. (c) Permitted Investments of funds in the Collection Account (or any reinvestments of such the Permitted Investments) will mature no later than the Business Day preceding prior to the next Payment Date. Permitted Investments of funds in the Reserve Account will mature no later than the Business Day preceding prior to the next Payment Date, except that such the funds may be invested in Permitted Investments that will not mature before the next Payment Date if the Rating Agency Condition has been satisfied with respect to for the investment. Permitted Investments will be held to their maturity, except that Permitted Investments may be sold or disposed of before their maturity in connection with the sale or liquidation of the Collateral following an Event of Default as provided in Section 5.6 of the Indenture. All interest and other income (net of losses and investment expenses) on funds in the Bank Accounts will be paid to the Servicer on each Payment Date pursuant to under Section 3.5. (d) None of the Depositor, the Servicer or the Qualified Institution maintaining any Bank Account will be liable for the selection of Permitted Investments or for investment losses incurred on Permitted Investments (other than in the capacity as obligor, if applicable). (e) Neither the Servicer, with respect to for the Collection Account and the Principal Payment Account, nor the Depositor, with respect to for the Reserve Account, will direct the Qualified Institution maintaining such the account to make any investment of any funds or to sell any investment held in such the account unless the security interest Granted and perfected in such the account in favor of the Indenture Trustee will continue to be perfected in such the investment or the proceeds of such the sale, in each case without any further action by any Person. (f) With respect to For funds in the Bank Accounts: (i) any such funds or property in such the accounts that is a “financial asset” as defined in Section 8-102(a)(9) of the UCC will be physically delivered to, or credited to an account in the name of, the Qualified Institution maintaining the applicable account in accordance with such the institution’s customary procedures such in order that the institution establishes a “securities entitlement” in favor of the Indenture Trustee with respect to such for the funds or property; and (ii) any funds or property that are held in deposit accounts will be held solely in the name of the Indenture Trustee at one or more depository institutions having the Required Ratings, each such deposit account will be subject to the exclusive custody and control of the Indenture Trustee and the Indenture Trustee will have sole signature authority with respect to for each such deposit account. (g) The Servicer, with respect to for the Collection Account and the Principal Payment Account, and the Depositor, with respect to for the Reserve Account, will ensure that the Qualified Institution maintaining each such account, in its capacity as securities intermediary, agrees in the Control Agreement that each item of property credited to each such account will be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.

Investment of Funds in the Bank Accounts. (a) For so long as no Default or Event of Default has occurred and is continuing, funds in the Collection Account (but not amounts in the Principal Payment Account) and in the Reserve Account will, to the extent permitted by law, be invested in Permitted Investments by the Qualified Institution maintaining such accounts as directed by the Servicer with respect to the Collection Account, and as directed by the Depositor or by any Person appointed by the Depositor with respect to the Reserve Account, in each case, without requiring any action by the Indenture Trustee. The Servicer or the Depositor, as applicable, may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any such action, with respect to any matters available to the holder of such Permitted Investments. (b) If (i) the Servicer, with respect to the Collection Account and the Principal Payment Account, or the Depositor, with respect to the Reserve Account, fails to give investment directions for any funds in a Bank Account to the Qualified Institution maintaining such Bank Account by 11:00 a.m. New York time (or such other time as may be agreed by the Issuer and such Qualified Institution) on the Business Day preceding a Payment Date or (ii) a Default or Event of Default has occurred and is continuing with respect to the Notes and the Indenture Trustee has provided notice to the Qualified Institution maintaining such Bank Account, the Qualified Institution maintaining such Bank Account will, pursuant to the Control Agreement, to the fullest extent practicable, invest and reinvest funds in such Bank Account in one or more investments described in clause (b) of the definition of Permitted Investments. (c) Permitted Investments of funds in the Collection Account (or any reinvestments of such Permitted Investments) will mature no later than the Business Day preceding the next Payment DateDate on which such Collections are required to be distributed under the Indenture. Permitted Investments of funds in the Reserve Account will mature no later than the Business Day preceding the next first Payment DateDate on which Collections are required to be distributed following the date of investment, except that such funds may be invested in Permitted Investments that will not mature before the next Payment Date if the Rating Agency Condition has been satisfied with respect to the investment. Permitted Investments will be held to their maturity, except that Permitted Investments may be sold or disposed of before their maturity in connection with the sale or liquidation of the Collateral following an Event of Default as provided in Section 5.6 of the Indenture. All interest and other income (net of losses and investment expenses) on funds in the Bank Accounts will be paid to the Servicer on each Payment Date pursuant to Section 3.5. (d) None of the Depositor, the Servicer or the Qualified Institution maintaining any Bank Account will be liable for the selection of Permitted Investments or for investment losses incurred on Permitted Investments thereon (other than in the capacity as obligorobligor thereon, if applicable). (e) Neither the Servicer, with respect to the Collection Account and the Principal Payment Account, nor the Depositor, with respect to the Reserve Account, will direct the Qualified Institution maintaining such account to make any investment of any funds or to sell any investment held in such account unless the security interest Granted and perfected in such account in favor of the Indenture Trustee will continue to be perfected in such investment or the proceeds of such sale, in each case without any further action by any Person. (f) With respect to funds in the Bank Accounts: (i) any such funds or property in such accounts that is a “financial asset” as defined in Section 8-102(a)(9) of the UCC will be physically delivered to, or credited to an account in the name of, the Qualified Institution maintaining the applicable account in accordance with such institution’s customary procedures such that the institution establishes a “securities entitlement” in favor of the Indenture Trustee with respect to such funds or property; and (ii) any funds or property that are held in deposit accounts will be held solely in the name of the Indenture Trustee at one or more depository institutions having the Required Ratings, each such deposit account will be subject to the exclusive custody and control of the Indenture Trustee and the Indenture Trustee will have sole signature authority with respect to each such deposit account. (g) The Servicer, with respect to the Collection Account and the Principal Payment Account, and the Depositor, with respect to the Reserve Account, will ensure that the Qualified Institution maintaining each such account, in its capacity as securities intermediary, agrees in the Control Agreement that each item of property credited to each such account will be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.

Investment of Funds in the Bank Accounts. (a) For so long as no Default Funds on deposit in the Bank Accounts will (unless otherwise stated in the applicable Indenture Supplement) be invested and reinvested by the related Collateral Agent or Event its designee acting on behalf of Default has occurred and is continuingthe Indenture Trustee at the written direction of the Issuer in one or more Permitted Investments. Absent such written direction, the Collateral Agent shall invest the funds in the Collection Account (but not amounts in the Principal Payment Account) and in the Reserve Account will, to the extent permitted by law, be invested in Permitted Investments by described in clause (a)(v) of the Qualified Institution maintaining such accounts as directed by the Servicer with respect to the Collection Account, and as directed by the Depositor or by any Person appointed by the Depositor with respect to the Reserve Account, in each case, without requiring any action by the Indenture Trusteedefinition thereof. The Servicer or the Depositor, as applicable, Issuer may direct authorize the Indenture Trustee to consentdirect the Collateral Agent to make specific investments pursuant to written instructions, vote, waive or take any other action, or not to take any in such action, with respect to any matters available to the holder of such Permitted Investments. (b) If (i) the Servicer, with respect to the Collection Account and the Principal Payment Account, or the Depositor, with respect to the Reserve Account, fails to give investment directions for any funds in a Bank Account to the Qualified Institution maintaining such Bank Account by 11:00 a.m. New York time (or such other time amounts as may be agreed by the Issuer and such Qualified Institution) on will specify. Notwithstanding the Business Day preceding a Payment Date or (ii) a Default or Event of Default has occurred and is continuing with respect to the Notes and foregoing, funds held by the Indenture Trustee has provided notice to the Qualified Institution maintaining such Bank Account, the Qualified Institution maintaining such Bank Account will, pursuant to the Control Agreement, to the fullest extent practicable, invest and reinvest funds in such Bank Account in one or more investments described in clause (b) any of the definition of Permitted Investments. (c) Permitted Investments of funds in the Collection Account (or any reinvestments of such Permitted Investments) Bank Accounts will mature no later than the Business Day preceding the next Payment Date. Permitted Investments of funds in the Reserve Account will mature no later than the Business Day preceding the next Payment Date, except that such funds may be invested in Permitted Investments that will not mature before in each case no later than the next date on which such funds in the Bank 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 if or Interest Payment Date). (b) All funds deposited from time to time in the Rating Agency Condition has been satisfied Bank Accounts pursuant to this Indenture and all investments made with respect to the investment. Permitted Investments such funds will be held to their maturity, except that Permitted Investments may be sold or disposed of before their maturity by the related Collateral Agent in connection with the sale or liquidation Bank Accounts as part of the Collateral designated for inclusion in such Asset Pool as herein provided, subject to withdrawal by the Indenture Trustee or the applicable Collateral Agent, as applicable, for the purposes specified herein. (c) Funds and other property in any of the Bank Accounts will not be commingled with any other funds or property of the Issuer, the Indenture Trustee or the related Collateral Agent. The Indenture Trustee shall cause the related Collateral Agent to hold all Permitted Investments in a manner specified in the related Asset Pool Supplement such as to insure that such Collateral Agent shall have a first priority perfected security interest therein; provided, that, other than following an Event of Default as provided in and acceleration pursuant to Section 5.6 6.02, no Permitted Investment shall be disposed of prior to its maturity. (d) On the Indenture. All applicable Note Transfer Date, all interest and other income earnings (net of losses and investment expenses) on funds on deposit in the Bank Accounts will be paid applied as specified in the applicable Asset Pool Supplement or Indenture Supplement. Unless otherwise stated in the related Asset Pool Supplement or Indenture Supplement, for purposes of determining the availability of funds or the balance in the Bank Accounts for any reason under this Indenture or any Indenture Supplement, investment earnings on such funds shall be deemed not to be available or on deposit. Subject to subsection 7.01(c), the Indenture Trustee will not in any way be held liable by reason of any insufficiency in such Bank Accounts resulting from any loss on any Permitted Investment included therein except for losses attributable to the Servicer Indenture Trustee's failure to make payments on each Payment Date pursuant to Section 3.5. (d) None of the Depositor, the Servicer or the Qualified Institution maintaining any Bank Account will be liable for the selection of such Permitted Investments or for investment losses incurred on Permitted Investments (other than issued by the Indenture Trustee, in the capacity as obligorits commercial capacity, if applicable)in accordance with their terms. (e) Neither Funds on deposit in the ServicerBank Accounts will be invested and reinvested by the Indenture Trustee or, with respect to Bank Accounts relating to any Asset Pool, if so required by the Collection Account and Asset Pool Supplement relating to such Asset Pool, by the Principal Payment Accountapplicable Collateral Agent, nor the Depositor, with respect to the Reserve Accountfullest extent practicable, will direct the Qualified Institution maintaining such account to make any investment of any funds or to sell any investment held in such account unless the security interest Granted and perfected in such account in favor of manner as the Indenture Trustee or such Collateral Agent will continue from time to be perfected time determine, but only in such investment or Permitted Investments described in clause (a)(v) of the proceeds definition thereof, upon the occurrence of such sale, in each case without any further action by any Person. (f) With respect to funds in of the Bank Accountsfollowing events: (i) any such funds or property in such accounts that is a “financial asset” as defined in Section 8-102(a)(9) of the UCC Issuer will be physically delivered to, or credited have failed to an account in the name of, the Qualified Institution maintaining the applicable account in accordance with such institution’s customary procedures such that the institution establishes a “securities entitlement” in favor of give investment directions to the Indenture Trustee with respect to or such funds or propertyCollateral Agent; andor (ii) any funds or property that are held in deposit accounts will be held solely in the name an Event of the Indenture Trustee at one or more depository institutions having the Required Ratings, each such deposit account will be subject to the exclusive custody and control of the Indenture Trustee and the Indenture Trustee Default will have sole signature authority with respect occurred and is continuing but no Notes have been declared due and payable pursuant to each such deposit account. (g) The Servicer, with respect to the Collection Account and the Principal Payment Account, and the Depositor, with respect to the Reserve Account, will ensure that the Qualified Institution maintaining each such account, in its capacity as securities intermediary, agrees in the Control Agreement that each item of property credited to each such account will be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.6.02. [END OF ARTICLE IV]

Investment of Funds in the Bank Accounts. (a) For so long as no Default Funds on deposit in the Bank Accounts shall (unless otherwise stated in the applicable Indenture Supplement) be invested and reinvested by the Collateral Agent acting on behalf of the Indenture Trustee at the written direction of the Issuer in one or Event of Default has occurred and is continuingmore Permitted Investments. Absent such written direction, the Collateral Agent shall invest the funds in the Collection Account (but not amounts in the Principal Payment Account) and in the Reserve Account will, to the extent permitted by law, be invested in Permitted Investments by described in clause (a)(v) of the Qualified Institution maintaining such accounts as directed by the Servicer with respect to the Collection Account, and as directed by the Depositor or by any Person appointed by the Depositor with respect to the Reserve Account, in each case, without requiring any action by the Indenture Trusteedefinition thereof. The Servicer or the Depositor, as applicable, Issuer may direct authorize the Indenture Trustee to consentdirect the Collateral Agent to make specific investments pursuant to written instructions, votein such amounts as the Issuer will specify. Notwithstanding the foregoing, waive or take any other action, or not to take any such action, with respect to any matters available to the holder of such Permitted Investments. (b) If (i) the Servicer, with respect to the Collection Account and the Principal Payment Account, or the Depositor, with respect to the Reserve Account, fails to give investment directions for any funds in a Bank Account to the Qualified Institution maintaining such Bank Account by 11:00 a.m. New York time (or such other time as may be agreed held by the Issuer and such Qualified Institution) on the Business Day preceding a Payment Date or (ii) a Default or Event of Default has occurred and is continuing with respect to the Notes and the Indenture Trustee has provided notice to the Qualified Institution maintaining such Bank Account, the Qualified Institution maintaining such Bank Account will, pursuant to the Control Agreement, to the fullest extent practicable, invest and reinvest funds Collateral Agent in such Bank Account in one or more investments described in clause (b) any of the definition of Permitted Investments. (c) Permitted Investments of funds in the Collection Account (or any reinvestments of such Permitted Investments) Bank Accounts will mature no later than the Business Day preceding the next Payment Date. Permitted Investments of funds in the Reserve Account will mature no later than the Business Day preceding the next Payment Date, except that such funds may be invested in Permitted Investments that will not mature before in each case no later than the next Payment Date if the Rating Agency Condition has been satisfied with respect to the investment. Permitted Investments will be held to their maturity, except that Permitted Investments may be sold or disposed of before their maturity in connection with the sale or liquidation of the Collateral following an Event of Default as provided in Section 5.6 of the Indenture. All interest and other income (net of losses and investment expenses) date on which such funds in the Bank Accounts are scheduled to be transferred or distributed by the Indenture Trustee pursuant to the Indenture (or as necessary to provide for timely payment of principal or interest on the applicable Principal Payment Date or Interest Payment Date (as each such term is defined in the Indenture)). (b) All funds deposited from time to time in the Bank Accounts pursuant to the Indenture and all investments made with such funds will be paid held by the Collateral Agent in the Bank Accounts as part of the Collateral as herein provided, subject to withdrawal by the Servicer on each Payment Date pursuant to Section 3.5Collateral Agent or the Indenture Trustee for the purposes set forth in the Indenture. (c) Funds and other property in any of the Bank Accounts will not be commingled with any other funds or property of the Issuer, the Indenture Trustee or the related Collateral Agent. (d) None The Servicer shall not give direction to dispose of the Depositor, the Servicer or the Qualified Institution maintaining any Bank Account will a Permitted Investment and no Permitted Investment shall be liable for the selection disposed of Permitted Investments or for investment losses incurred on Permitted Investments (other than prior to its maturity if such disposal results in the capacity as obligor, if applicable). (e) Neither the Servicer, with respect to the Collection Account and the Principal Payment Account, nor the Depositor, with respect to the Reserve Account, will direct the Qualified Institution maintaining such account to make any investment of any funds or to sell any investment held in such account unless the security interest Granted and perfected in such account in favor of the Indenture Trustee will continue to be perfected in such investment or the proceeds of such sale, in each case without any further action by any Person. (f) With respect to funds in the Bank Accounts: (i) any such funds or property in such accounts that is a “financial asset” as defined in Section 8-102(a)(9) of the UCC will be physically delivered to, or credited to an account in the name of, the Qualified Institution maintaining the applicable account in accordance with such institution’s customary procedures such that the institution establishes a “securities entitlement” in favor of the Indenture Trustee with respect to such funds or property; and (ii) any funds or property that are held in deposit accounts will be held solely in the name of the Indenture Trustee at one or more depository institutions having the Required Ratings, each such deposit account will be subject to the exclusive custody and control of the Indenture Trustee and the Indenture Trustee will have sole signature authority with respect to each such deposit account. (g) The Servicer, with respect to the Collection Account and the Principal Payment Account, and the Depositor, with respect to the Reserve Account, will ensure that the Qualified Institution maintaining each such account, in its capacity as securities intermediary, agrees in the Control Agreement that each item of property credited to each such account will be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.loss. [END OF ARTICLE V]

Investment of Funds in the Bank Accounts. (a) For so long as no Default Funds on deposit in the Bank Accounts will (unless otherwise stated in the applicable Indenture Supplement) be invested and reinvested by the related Collateral Agent or Event its designee acting on behalf of Default has occurred and is continuingthe Indenture Trustee at the written direction of the Issuing Entity in one or more Permitted Investments. Absent such written direction, the Collateral Agent shall invest the funds in the Collection Account (but not amounts in the Principal Payment Account) and in the Reserve Account will, to the extent permitted by law, be invested in Permitted Investments by described in clause (a)(v) of the Qualified Institution maintaining such accounts as directed by the Servicer with respect to the Collection Account, and as directed by the Depositor or by any Person appointed by the Depositor with respect to the Reserve Account, in each case, without requiring any action by the Indenture Trusteedefinition thereof. The Servicer or the Depositor, as applicable, Issuing Entity may direct authorize the Indenture Trustee to consentdirect the Collateral Agent to make specific investments pursuant to written instructions, votein such amounts as the Issuing Entity will specify. Notwithstanding the foregoing, waive or take any other action, or not to take any such action, with respect to any matters available to the holder of such Permitted Investments. (b) If (i) the Servicer, with respect to the Collection Account and the Principal Payment Account, or the Depositor, with respect to the Reserve Account, fails to give investment directions for any funds in a Bank Account to the Qualified Institution maintaining such Bank Account held by 11:00 a.m. New York time (or such other time as may be agreed by the Issuer and such Qualified Institution) on the Business Day preceding a Payment Date or (ii) a Default or Event of Default has occurred and is continuing with respect to the Notes and the Indenture Trustee has provided notice to the Qualified Institution maintaining such Bank Account, the Qualified Institution maintaining such Bank Account will, pursuant to the Control Agreement, to the fullest extent practicable, invest and reinvest funds in such Bank Account in one or more investments described in clause (b) any of the definition of Permitted Investments. (c) Permitted Investments of funds in the Collection Account (or any reinvestments of such Permitted Investments) Bank Accounts will mature no later than the Business Day preceding the next Payment Date. Permitted Investments of funds in the Reserve Account will mature no later than the Business Day preceding the next Payment Date, except that such funds may be invested in Permitted Investments that will not mature before in each case no later than the next date on which such funds in the Bank 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 if or Interest Payment Date). (b) All funds deposited from time to time in the Rating Agency Condition has been satisfied Bank Accounts pursuant to this Indenture and all investments made with respect to the investment. Permitted Investments such funds will be held to their maturity, except that Permitted Investments may be sold or disposed of before their maturity by the related Collateral Agent in connection with the sale or liquidation Bank Accounts as part of the Collateral designated for inclusion in such Asset Pool as herein provided, subject to withdrawal by the Indenture Trustee or the applicable Collateral Agent, as applicable, for the purposes specified herein. (c) Funds and other property in any of the Bank Accounts will not be commingled with any other funds or property of the Issuing Entity, the Indenture Trustee or the related Collateral Agent. The Indenture Trustee shall cause the related Collateral Agent to hold all Permitted Investments in a manner specified in the Asset Pool One Supplement such as to ensure that such Collateral Agent shall have a first priority perfected security interest therein; provided, that, other than following an Event of Default as provided in and acceleration pursuant to Section 5.6 6.02, no Permitted Investment shall be disposed of prior to its maturity. (d) On the Indenture. All applicable Note Transfer Date, all interest and other income earnings (net of losses and investment expenses) on funds on deposit in the Bank Accounts will be paid applied as specified in the Asset Pool One Supplement or Indenture Supplement. Unless otherwise stated in the Asset Pool One Supplement or Indenture Supplement, for purposes of determining the availability of funds or the balance in the Bank Accounts for any reason under this Indenture or any Indenture Supplement, investment earnings on such funds shall be deemed not to be available or on deposit. Subject to subsection 7.01(d), the Indenture Trustee will not in any way be held liable by reason of any insufficiency in such Bank Accounts resulting from any loss on any Permitted Investment included therein except for losses attributable to the Servicer Indenture Trustee’s failure to make payments on each Payment Date pursuant to Section 3.5. (d) None of the Depositor, the Servicer or the Qualified Institution maintaining any Bank Account will be liable for the selection of such Permitted Investments or for investment losses incurred on Permitted Investments (other than issued by the Indenture Trustee, in the capacity as obligorits commercial capacity, if applicable)in accordance with their terms. (e) Neither Funds on deposit in the ServicerBank Accounts will be invested and reinvested by the Indenture Trustee or, with respect to Bank Accounts relating to any Asset Pool, if so required by the Collection Account and Asset Pool Supplement relating to such Asset Pool, by the Principal Payment Accountapplicable Collateral Agent, nor the Depositor, with respect to the Reserve Accountfullest extent practicable, will direct the Qualified Institution maintaining such account to make any investment of any funds or to sell any investment held in such account unless the security interest Granted and perfected in such account in favor of manner as the Indenture Trustee or such Collateral Agent will continue from time to be perfected time determine, but only in such investment or Permitted Investments described in clause (a)(v) of the proceeds definition thereof, upon the occurrence of such sale, in each case without any further action by any Person. (f) With respect to funds in of the Bank Accountsfollowing events: (i) any such funds or property in such accounts that is a “financial asset” as defined in Section 8-102(a)(9) of the UCC Issuing Entity will be physically delivered to, or credited have failed to an account in the name of, the Qualified Institution maintaining the applicable account in accordance with such institution’s customary procedures such that the institution establishes a “securities entitlement” in favor of give investment directions to the Indenture Trustee with respect to or such funds or propertyCollateral Agent; andor (ii) any funds or property that are held in deposit accounts will be held solely in the name an Event of the Indenture Trustee at one or more depository institutions having the Required Ratings, each such deposit account will be subject to the exclusive custody and control of the Indenture Trustee and the Indenture Trustee Default will have sole signature authority with respect occurred and is continuing but no Notes have been declared due and payable pursuant to each such deposit accountSection 6.02. (g) The Servicer, with respect to the Collection Account and the Principal Payment Account, and the Depositor, with respect to the Reserve Account, will ensure that the Qualified Institution maintaining each such account, in its capacity as securities intermediary, agrees in the Control Agreement that each item of property credited to each such account will be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.

Investment of Funds in the Bank Accounts. (a) For so long as no Default Funds on deposit in the Bank Accounts will (unless otherwise stated in the applicable Indenture Supplement) be invested and reinvested by the Indenture Trustee or Event its designee acting on behalf of Default has occurred and is continuingthe Indenture Trustee at the written direction of the Issuing Entity in one or more Permitted Investments. Absent such written direction, the Indenture Trustee shall invest the funds in the Collection Account (but not amounts in the Principal Payment Account) and in the Reserve Account will, to the extent permitted by law, be invested in Permitted Investments by described in clause (a)(v) of the Qualified Institution maintaining such accounts as directed by the Servicer with respect to the Collection Account, and as directed by the Depositor or by any Person appointed by the Depositor with respect to the Reserve Account, in each case, without requiring any action by the Indenture Trusteedefinition thereof. The Servicer or the Depositor, as applicable, Issuing Entity may direct authorize the Indenture Trustee to consentmake specific investments pursuant to written instructions, votein such amounts as the Issuing Entity will specify. Notwithstanding the foregoing, waive or take any other action, or not to take any such action, with respect to any matters available to the holder of such Permitted Investments. (b) If (i) the Servicer, with respect to the Collection Account and the Principal Payment Account, or the Depositor, with respect to the Reserve Account, fails to give investment directions for any funds in a Bank Account to the Qualified Institution maintaining such Bank Account held by 11:00 a.m. New York time (or such other time as may be agreed by the Issuer and such Qualified Institution) on the Business Day preceding a Payment Date or (ii) a Default or Event of Default has occurred and is continuing with respect to the Notes and the Indenture Trustee has provided notice to in any of the Qualified Institution maintaining such Bank Account, the Qualified Institution maintaining such Bank Account Accounts will, pursuant to the Control Agreement, to the fullest extent practicable, invest and reinvest funds in such Bank Account in one or more investments described in clause (b) of the definition of Permitted Investments. (c) Permitted Investments of funds unless otherwise stated in the Collection Account (or any reinvestments of such Permitted Investments) will mature no later than the Business Day preceding the next Payment Date. Permitted Investments of funds in the Reserve Account will mature no later than the Business Day preceding the next Payment Dateapplicable Indenture Supplement, except that such funds may be invested in Permitted Investments that will not mature before in each case no later than the next date on which such funds in the Bank 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 if or Interest Payment Date). (b) All funds deposited from time to time in the Rating Agency Condition has been satisfied Bank Accounts pursuant to this Indenture or the applicable Indenture Supplement and all investments made with respect to the investment. Permitted Investments such funds will be held by the Indenture Trustee in the Bank Accounts, subject to their maturity, except that withdrawal by the Indenture Trustee for the purposes specified herein. (c) Funds and other property in any of the Bank Accounts will not be commingled with any other funds or property of the Issuing Entity or the Indenture Trustee. The Indenture Trustee shall hold all Permitted Investments may be sold or disposed of before their maturity in connection with a manner specified in the sale or liquidation of Indenture Supplement such as to insure that the Collateral Indenture Trustee shall have a first priority perfected security interest therein; provided, that, other than following an Event of Default as provided in and acceleration pursuant to Section 5.6 6.02, no Permitted Investment shall be disposed of prior to its maturity. (d) On the Indenture. All applicable Note Transfer Date, all interest and other income earnings (net of losses and investment expenses) on funds on deposit in the Bank Accounts will be paid applied as specified in the Indenture Supplement. Unless otherwise stated in the Indenture Supplement, for purposes of determining the availability of funds or the balance in the Bank Accounts for any reason under this Indenture or any Indenture Supplement, investment earnings on such funds shall be deemed not to be available or on deposit. Subject to subsection 7.01(d), the Indenture Trustee will not in any way be held liable by reason of any insufficiency in such Bank Accounts resulting from any loss on any Permitted Investment included therein except for losses attributable to the Servicer Indenture Trustee’s failure to make payments on each Payment Date pursuant to Section 3.5. (d) None of the Depositor, the Servicer or the Qualified Institution maintaining any Bank Account will be liable for the selection of such Permitted Investments or for investment losses incurred on Permitted Investments (other than issued by the Indenture Trustee, in the capacity as obligorits commercial capacity, if applicable)in accordance with their terms. (e) Neither Funds on deposit in the Servicer, with respect Bank Accounts will be invested and reinvested by the Indenture Trustee to the Collection Account and the Principal Payment Accountfullest extent practicable, nor the Depositor, with respect to the Reserve Account, will direct the Qualified Institution maintaining such account to make any investment of any funds or to sell any investment held in such account unless the security interest Granted and perfected in such account in favor of manner as the Indenture Trustee will continue from time to be perfected time determine, but only in such investment or Permitted Investments described in clause (a)(v) of the proceeds definition thereof, upon the occurrence of such sale, in each case without any further action by any Person. (f) With respect to funds in of the Bank Accountsfollowing events: (i) any such funds or property in such accounts that is a “financial asset” as defined in Section 8-102(a)(9) of the UCC Issuing Entity will be physically delivered to, or credited have failed to an account in the name of, the Qualified Institution maintaining the applicable account in accordance with such institution’s customary procedures such that the institution establishes a “securities entitlement” in favor of give investment directions to the Indenture Trustee with respect to such funds or propertyTrustee; andor (ii) any funds or property that are held in deposit accounts will be held solely in the name an Event of the Indenture Trustee at one or more depository institutions having the Required Ratings, each such deposit account will be subject to the exclusive custody and control of the Indenture Trustee and the Indenture Trustee Default will have sole signature authority with respect occurred and is continuing but no Notes have been declared due and payable pursuant to each such deposit accountSection 6.02. (g) The Servicer, with respect to the Collection Account and the Principal Payment Account, and the Depositor, with respect to the Reserve Account, will ensure that the Qualified Institution maintaining each such account, in its capacity as securities intermediary, agrees in the Control Agreement that each item of property credited to each such account will be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.

Investment of Funds in the Bank Accounts. (a) For so long as no Default Funds on deposit in the Bank Accounts shall (unless otherwise stated in the applicable Indenture Supplement) be invested and reinvested by the Collateral Agent acting on behalf of the Indenture Trustee at the written direction of the Issuer in one or Event of Default has occurred and is continuingmore Permitted Investments. Absent such written direction, the Collateral Agent shall invest the funds in the Collection Account (but not amounts in the Principal Payment Account) and in the Reserve Account will, to the extent permitted by law, be invested in Permitted Investments by described in clause (a)(v) of the Qualified Institution maintaining such accounts as directed by the Servicer with respect to the Collection Account, and as directed by the Depositor or by any Person appointed by the Depositor with respect to the Reserve Account, in each case, without requiring any action by the Indenture Trusteedefinition thereof. The Servicer or the Depositor, as applicable, Issuer may direct authorize the Indenture Trustee to consentdirect the Collateral Agent to make specific investments pursuant to written instructions, votein such amounts as the Issuer will specify. Notwithstanding the foregoing, waive or take any other action, or not to take any such action, with respect to any matters available to the holder of such Permitted Investments. (b) If (i) the Servicer, with respect to the Collection Account and the Principal Payment Account, or the Depositor, with respect to the Reserve Account, fails to give investment directions for any funds in a Bank Account to the Qualified Institution maintaining such Bank Account by 11:00 a.m. New York time (or such other time as may be agreed held by the Issuer and such Qualified Institution) on the Business Day preceding a Payment Date or (ii) a Default or Event of Default has occurred and is continuing with respect to the Notes and the Indenture Trustee has provided notice to the Qualified Institution maintaining such Bank Account, the Qualified Institution maintaining such Bank Account will, pursuant to the Control Agreement, to the fullest extent practicable, invest and reinvest funds Collateral Agent in such Bank Account in one or more investments described in clause (b) any of the definition of Permitted Investments. (c) Permitted Investments of funds in the Collection Account (or any reinvestments of such Permitted Investments) Bank Accounts will mature no later than the Business Day preceding the next Payment Date. Permitted Investments of funds in the Reserve Account will mature no later than the Business Day preceding the next Payment Date, except that such funds may be invested in Permitted Investments that will not mature before in each case no later than the next Payment Date if the Rating Agency Condition has been satisfied with respect to the investment. Permitted Investments will be held to their maturity, except that Permitted Investments may be sold or disposed of before their maturity in connection with the sale or liquidation of the Collateral following an Event of Default as provided in Section 5.6 of the Indenture. All interest and other income (net of losses and investment expenses) date on which such funds in the Bank Accounts are scheduled to be transferred or distributed by the Indenture Trustee pursuant to the Indenture (or as necessary to provide for timely payment of principal or interest on the applicable Principal Payment Date or Interest Payment Date (as each such term is defined in the Indenture)). (b) All funds deposited from time to time in the Bank Accounts pursuant to the Indenture and all investments made with such funds will be paid held by the Collateral Agent in the Bank Accounts as part of the Collateral as herein provided, subject to withdrawal by the Servicer on each Payment Date pursuant to Section 3.5Collateral Agent or the Indenture Trustee for the purposes set forth in the Indenture. (c) Funds and other property in any of the Bank Accounts will not be commingled with any other funds or property of the Issuer, the Indenture Trustee or the related Collateral Agent. (d) None No Permitted Investment shall be disposed of the Depositor, the Servicer or the Qualified Institution maintaining any Bank Account will be liable for the selection of Permitted Investments or for investment losses incurred on Permitted Investments (other than prior to its maturity if such disposal results in the capacity as obligor, if applicable). (e) Neither the Servicer, with respect to the Collection Account and the Principal Payment Account, nor the Depositor, with respect to the Reserve Account, will direct the Qualified Institution maintaining such account to make any investment of any funds or to sell any investment held in such account unless the security interest Granted and perfected in such account in favor of the Indenture Trustee will continue to be perfected in such investment or the proceeds of such sale, in each case without any further action by any Person. (f) With respect to funds in the Bank Accounts: (i) any such funds or property in such accounts that is a “financial asset” as defined in Section 8-102(a)(9) of the UCC will be physically delivered to, or credited to an account in the name of, the Qualified Institution maintaining the applicable account in accordance with such institution’s customary procedures such that the institution establishes a “securities entitlement” in favor of the Indenture Trustee with respect to such funds or property; and (ii) any funds or property that are held in deposit accounts will be held solely in the name of the Indenture Trustee at one or more depository institutions having the Required Ratings, each such deposit account will be subject to the exclusive custody and control of the Indenture Trustee and the Indenture Trustee will have sole signature authority with respect to each such deposit account. (g) The Servicer, with respect to the Collection Account and the Principal Payment Account, and the Depositor, with respect to the Reserve Account, will ensure that the Qualified Institution maintaining each such account, in its capacity as securities intermediary, agrees in the Control Agreement that each item of property credited to each such account will be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.loss. [END OF ARTICLE V]